Common use of Sharing of Set-Off Clause in Contracts

Sharing of Set-Off. Each Lender agrees with each other Lender party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”), on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender party hereto that if such Lender shall receive and retain it shall, by exercising any payment, whether by right of set-off (pursuant to Section 12.15 hereof off, recoupment, counterclaim or otherwise) or application , receive payment of deposit balances or otherwise (“Set-off”), on any a proportion of the Loansaggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, Swingline the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans or Reimbursement Obligations in excess of its ratable share of payments on held by the other Banks, and such other adjustments shall be made, as may be required so that all such Obligations then outstanding payments of principal and interest with respect to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as the Banks shall be necessary to cause such Lender to share such excess payment ratably with all shared by the other LendersBanks pro rata; provided, however, that if all or any such purchase is made by any Lender, and if portion of such excess payment or part thereof is thereafter recovered from such purchasing LenderBenefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, the related purchases from the other Lenders such purchase shall be rescinded ratably rescinded, and the purchase price restored as and benefits returned, to the portion extent of such excess payment so recoveredrecovery or settlement payment, but without interest. For purposes of ; further provided that nothing in this Section 12.7shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation so set off shall be treated as amounts owed paid over immediately to or recovered by such L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and Agent for further application in accordance with the express terms provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement (including the application owing to such Defaulting Bank as to which it exercised such right of funds arising from the existence of a Defaulting Lender) setoff, recoupment, counterclaim or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8otherwise.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender party hereto that if such Lender shall receive and retain it shall, by exercising any payment, whether by right of set-off (pursuant to Section 12.15 hereof off, recoupment, counterclaim or otherwise) or application , receive payment of deposit balances or otherwise (“Set-off”), on any a proportion of the Loansaggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, Swingline the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans or Reimbursement Obligations in excess of its ratable share of payments on held by the other Banks, and such other adjustments shall be made, as may be required so that all such Obligations then outstanding payments of principal and interest with respect to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as the Banks shall be necessary to cause such Lender to share such excess payment ratably with all shared by the other LendersBanks pro rata; provided, however, that if all or any such purchase is made by any Lender, and if portion of such excess payment or part thereof is thereafter recovered from such purchasing LenderBenefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, the related purchases from the other Lenders such purchase shall be rescinded ratably rescinded, and the purchase price restored as and benefits returned, to the portion extent of such excess payment so recoveredrecovery or settlement payment, but without interest. For purposes of ; further provided that nothing in this Section 12.7shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation so set off shall be treated as amounts owed paid over immediately to or recovered by such L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and Agent for further application in accordance with the express terms provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement (including the application owing to such Defaulting Bank as to which it exercised such right of funds arising from the existence of a Defaulting Lender) setoff, recoupment, counterclaim or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8otherwise.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”)otherwise, on any of the Loans, Swingline Loans Reimbursement Obligations or Canadian Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans Reimbursement Obligations or Canadian Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7Section, (i) amounts owed to or recovered by, an by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such the L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed hereunder and (ii) amounts owed to apply to (a) any payment made or recovered by the Borrower pursuant to and Canadian L/C Issuer in accordance connection with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Canadian Reimbursement Obligations in which Canadian Lenders have been required to any assignee fund their participation shall be treated as amounts owed to or participant in accordance with recovered by the terms of this Agreement. Section 12.8Canadian L/C Issuer as a Canadian Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) set‑off or application of deposit balances or otherwise (“Set-off”)otherwise, on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that (i) if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such L/C Issuer as a Lender hereunder. The interest and (ii) the provisions of this Section 12.7 13.7 shall not be construed to apply to (ax) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting LenderLender or pursuant to Section 1.15) or (by) any payment obtained by a Lender as consideration for the assignment of a sale or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with participant, other than to the terms Borrower or a Subsidiary thereof (as to which the provisions of this Agreement. Section 12.813.7 shall apply).

Sharing of Set-Off. Each Lender The Agent and each Bank severally agrees with each other Lender party hereto that if such Lender shall receive and retain it (or any paymentProceeding Party claiming through it), whether by set-off (pursuant to Section 12.15 hereof through the exercise of any right of setoff, banker's lien or counterclaim against the Borrower or otherwise, receives payment on account of the Outstandings held by it that is ratably more than any other Bank receives in payment on account of the Outstandings held by such other Bank, then, subject to applicable Laws: (a) the Bank, which acting on its behalf or application through any Proceeding Party, exercises the right of deposit balances setoff, banker's lien or counterclaim or otherwise (“Set-off”)receives such payment shall purchase, on any and shall be deemed to have simultaneously purchased, from the other Bank a participation in the Outstandings held by the other Bank and shall pay to the other Bank a purchase price in an amount so that the share of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, Outstandings held by each Bank after the exercise of the right of setoff, banker's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker's lien or counterclaim or receipt of payment; and (b) such other Lenders (or interest therein) adjustments and purchases of participations shall be made from time to time as shall be necessary equitable to cause such Lender to ensure that all Banks share such excess any payment obtained in respect of the Outstandings ratably in accordance with all each Bank's share of the other Lenders; provided, however, that if any such purchase is made by any LenderOutstandings immediately prior to, and without taking into account, the payment; provided that, if such excess all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker's lien, counterclaim or part thereof otherwise is thereafter recovered from such the purchasing LenderBank by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the related purchases from the other Lenders purchase of a participation shall be rescinded ratably and the purchase price thereof shall be restored as to the portion extent of such excess payment so recoveredthe recovery, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of Each Bank that purchases a participation in the Outstandings pursuant to this Section shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Outstandings purchased to the same extent as though the purchasing Bank were the original owner of the Outstandings purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any lender holding a participation in an Obligation so purchased may exercise any and all rights of its Loans setoff, banker's lien or participations in Reimbursement Obligations counterclaim with respect to any assignee or participant in accordance with the participation as fully as if lender were the original owner of the Obligation purchased; provided that such lender agrees to be bound by the terms of this Agreement. Section 12.810.8.

Sharing of Set-Off. Each U.S. Lender agrees with each other U.S. Lender a party hereto that if such U.S. Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”)otherwise, on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the U.S. Lenders, then such U.S. Lender shall purchase for cash at face value, but without recourse, ratably from each of the other U.S. Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other U.S. Lenders (or interest therein) as shall be necessary to cause such U.S. Lender to share such excess payment ratably with all the other U.S. Lenders; provided, however, that if any such purchase is made by any U.S. Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing U.S. Lender, the related purchases from the other U.S. Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7Section, amounts owed to or recovered by, an by the U.S. L/C Issuer in connection with Reimbursement Obligations in which U.S. Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such the U.S. L/C Issuer as a U.S. Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.

Sharing of Set-Off. Each Lender agrees with each other Lender party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”), on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.a

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”)otherwise, on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase (in the case of a purchase from an affiliate of such Lender, to the extent permitted by applicable law) for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7Section, amounts owed to or recovered by, an by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such the L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.

Sharing of Set-Off. Each Lender agrees with each other Lender party hereto that if such Lender shall receive and retain any payment, whether by set-off (payment pursuant to Section 12.15 13.22 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”), on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.713.13, amounts owed to or recovered by, an L/C by the LC Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such L/C the LC Issuer as a Lender hereunder. The provisions of this Section 12.7 13.13 shall not be construed to apply to (ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender and as a result of the operation of Section 2.13 hereof or, so long as no Default or Event of Default has occurred and is continuing, the payment of Loans on the applicable Maturity Date with respect to such Lender), (y) the application of cash collateral provided for in this Agreement, or (bz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in Reimbursement LC Obligations to any assignee or participant in accordance with participant, other than an assignment to the terms Borrower or any Subsidiary thereof (as to which the provisions of this Agreement. Section 12.813.13 shall apply).

Sharing of Set-Off. Each Lender Bank agrees with each other Lender party hereto that if such Lender shall receive and retain it shall, by exercising any payment, whether by right of set-off (pursuant to Section 12.15 hereof off, recoupment, counterclaim or otherwise) or application , receive payment of deposit balances or otherwise (“Set-off”), on any a proportion of the Loansaggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, Swingline the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans or Reimbursement Obligations in excess of its ratable share of payments on held by the other Banks, and such other adjustments shall be made, as may be required so that all such Obligations then outstanding payments of principal and interest with respect to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as the Banks shall be necessary to cause such Lender to share such excess payment ratably with all shared by the other LendersBanks pro rata; provided, however, that if all or any such purchase is made by any Lender, and if portion of such excess payment or part thereof is thereafter recovered from such purchasing LenderBenefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, the related purchases from the other Lenders such purchase shall be rescinded ratably rescinded, and the purchase price restored as and benefits returned, to the portion extent of such excess payment so recoveredrecovery or settlement payment, but without interest. For purposes of ; further provided that nothing in this Section 12.7shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation so set off shall be treated as amounts owed paid over immediately to or recovered by such L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and Agent for further application in accordance with the express terms provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement (including the application owing to such Defaulting Bank as to which it exercised such right of funds arising from the existence of a Defaulting Lender) setoff, recoupment, counterclaim or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreementotherwise. Section 12.8.9.05

Sharing of Set-Off. Each If any Lender agrees with each other Lender party hereto that if such Lender shall receive and retain shall, by exercising any payment, whether by set-off (pursuant to Section 12.15 hereof right of setoff or counterclaim or otherwise) , obtain payment in respect of any principal of or application of deposit balances or otherwise (“Set-off”), interest on any of the Loans, Swingline its Loans or Reimbursement other Obligations resulting in excess such Lender’s receiving payment of a proportion of the aggregate amount of its ratable Loans and accrued interest thereon or other Obligations greater than its pro rata share of payments on all such Obligations then outstanding to the Lendersthereof as provided herein, then the Lender receiving such Lender greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value, but without recourse, ratably from each ) participations in the Loans and such other obligations of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement ObligationsLenders, or participations therein, held by each make such other Lenders (or interest therein) adjustments as shall be necessary to cause equitable, so that the benefit of all such Lender to share such excess payment payments shall be shared by the Lenders ratably in accordance with all the aggregate amount of principal of and accrued interest on their respective Loans and other Lenders; providedamounts owing them, however, that provided that: (i) if any such purchase participations are purchased and all or any portion of the payment giving rise thereto is made by any Lenderrecovered, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders participations shall be rescinded ratably and the purchase price restored as to the portion extent of such excess payment so recoveredrecovery, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such L/C Issuer as a Lender hereunder. The ; and (ii) the provisions of this Section 12.7 paragraph shall not be construed to apply to (ax) any payment made by the Borrower any Loan Party pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (by) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with participant, other than to any Loan Party or any Subsidiary thereof (as to which the terms provisions of this Agreementparagraph shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Credit Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 12.8.2.14(d) applies, such Credit Party shall to the extent practicable, exercise its rights in 104 1120544.02G-CHISR02A - MSW

Sharing of Set-Off. Each Lender agrees with each other Lender party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”), on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, an the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such the L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.

Sharing of Set-Off. Each Lender agrees with each other Lender party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”), on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but -75- without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, an the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such the L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender party hereto that if such Lender shall receive and retain it shall, by exercising any payment, whether by right of set-off (pursuant to Section 12.15 hereof off, recoupment, counterclaim or otherwise) or application , receive payment of deposit balances or otherwise (“Set-off”), on any a proportion of the Loansaggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, Swingline the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans or Reimbursement Obligations in excess of its ratable share of payments on held by the other Banks, and such other adjustments shall be made, as may be required so that all such Obligations then outstanding payments of principal and interest with respect to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of Loans held 50 by the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as Banks shall be necessary to cause such Lender to share such excess payment ratably with all shared by the other LendersBanks pro rata; provided, however, that if all or any such purchase is made by any Lender, and if portion of such excess payment or part thereof is thereafter recovered from such purchasing LenderBenefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, the related purchases from the other Lenders such purchase shall be rescinded ratably rescinded, and the purchase price restored as and benefits returned, to the portion extent of such excess payment so recoveredrecovery or settlement payment, but without interest. For purposes of ; further provided that nothing in this Section 12.7shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation so set off shall be treated as amounts owed paid over immediately to or recovered by such L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and Agent for further application in accordance with the express terms provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement (including the application owing to such Defaulting Bank as to which it exercised such right of funds arising from the existence of a Defaulting Lender) setoff, recoupment, counterclaim or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8otherwise.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”)otherwise, on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that (i) if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest, and (ii) the provisions of this Section 13.7 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans, Term Loans or Swing Loans to any assignee or participant, other than to any Affiliates thereof (as to which the provisions of this Section 13.7 shall apply). For purposes of this Section 12.7Section, amounts owed to or recovered by, an by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such the L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.

Sharing of Set-Off. Each Lender agrees with each other Lender party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (( “Set-off”” ), on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) set‑off or application of deposit balances or otherwise (“Set-off”except pursuant to a valid assignment or participation pursuant to Section 10.10 or as provided 100 in or contemplated by Sections 2.14, 2.15 or 10.11(d)), on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, however that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7Section, amounts owed to or recovered by, an by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such the L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.

Sharing of Set-Off. Each Lender agrees with each other Lender party hereto that if such Lender shall receive and retain any payment, payment (whether by set-set off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise, but excluding (x) any payment obtained as consideration for the assignment of, or sale of a participation in, any of its Loans to any assignee or participant, (including any Affiliated Lender, Holdings or any of its Subsidiaries) or (y) any payment as otherwise (“Set-off”)expressly provided herein, including in Sections 1.16, 1.18, 1.19, 1.20, 13.10, 13.11 and 13.12) on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.713.7, amounts owed to or recovered by, an by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation Participating Interests shall be treated as amounts owed to or recovered by such the L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender party hereto that if such Lender shall receive and retain it shall, by exercising any payment, whether by right of set-off (pursuant to Section 12.15 hereof off, recoupment, counterclaim or otherwise) or application , receive payment of deposit balances or otherwise (“Set-off”), on any a proportion of the Loansaggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, Swingline the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans or Reimbursement Obligations in excess of its ratable share of payments on held by the other Banks, and such other adjustments shall be made, as may be required so that all such Obligations then outstanding payments of principal and interest with respect to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as the Banks shall be necessary to cause such Lender to share such excess payment ratably with all shared by the other LendersBanks pro rata; provided, however, that if all or any such purchase is made by any Lender, and if portion of such excess payment or part thereof is thereafter recovered from such purchasing LenderBenefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, the related purchases from the other Lenders such purchase shall be rescinded ratably rescinded, and the purchase price restored as and benefits returned, to the portion extent of such excess payment so recoveredrecovery or settlement payment, but without interest. For purposes of ; further provided that nothing in this Section 12.7, amounts owed shall impair the right of any Bank to exercise any right of set-off or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders counterclaim it may have been required and to fund their participation shall be treated as amounts owed apply the amount subject to or recovered by such L/C Issuer as a Lender hereunderexercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The provisions of this Section 12.7 shall not be construed Borrower agrees, to apply to (a) the fullest extent it may effectively do so under applicable law, that any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale holder of a participation in any a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of its Loans set-off or participations counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in Reimbursement Obligations to any assignee or participant in accordance with the terms amount of this Agreement. Section 12.8such participation.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”)otherwise, on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that (i) if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interestinterest and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letters of Credit to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). For purposes of this Section 12.7, amounts owed to or recovered by, an by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such the L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender party hereto that if such Lender shall receive and retain it shall, by exercising any payment, whether by right of set-off (pursuant to Section 12.15 hereof off, recoupment, counterclaim or otherwise) or application , receive payment of deposit balances or otherwise (“Set-off”), on any a proportion of the Loansaggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, Swingline the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans or Reimbursement Obligations in excess of its ratable share of payments on held by the other Banks, and such other adjustments shall be made, as may be required so that all such Obligations then outstanding payments of principal and interest with respect to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as the Banks shall be necessary to cause such Lender to share such excess payment ratably with all shared by the other LendersBanks pro rata; provided, however, that if all or any such purchase is made by any Lender, and if portion of such excess payment or part thereof is thereafter recovered from such purchasing LenderBenefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, the related purchases from the other Lenders such purchase shall be rescinded ratably rescinded, and the purchase price restored as and benefits returned, to the portion extent of such excess payment so recoveredrecovery or settlement payment, but without interest. For purposes of ; further provided that nothing in this Section 12.7shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable lawLaw, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation so set off shall be treated as amounts owed paid over immediately to or recovered by such L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and Agent for further application in accordance with the express terms provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement (including the application owing to such Defaulting Bank as to which it exercised such right of funds arising from the existence of a Defaulting Lender) setoff, recoupment, counterclaim or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8otherwise.

Sharing of Set-Off. Each Lender agrees with each other Lender party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”), on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, an the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such the L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender party hereto that if such Lender shall receive and retain it shall, by exercising any payment, whether by right of set-off (pursuant to Section 12.15 hereof off, recoupment, counterclaim or otherwise) or application , receive payment of deposit balances or otherwise (“Set-off”), on any a proportion of the Loansaggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, Swingline the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans or Reimbursement Obligations in excess of its ratable share of payments on held by the other Banks, and such other adjustments shall be made, as may be required so that all such Obligations then outstanding payments of principal and interest with respect to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as the Banks shall be necessary to cause such Lender to share such excess payment ratably with all shared by the other LendersBanks pro rata; provided, however, that if all or any such purchase is made by any Lender, and if portion of such excess payment or part thereof is thereafter recovered from such purchasing LenderBenefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, the related purchases from the other Lenders such purchase shall be rescinded ratably rescinded, and the purchase price restored as and benefits returned, to the portion extent of such excess payment so recoveredrecovery or settlement payment, but without interest. For purposes of ; further provided that nothing in this Section 12.7shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation so set off shall be treated as amounts owed paid over immediately to or recovered by such L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and Agent for further application in accordance with the express terms provisions of Section 2.19 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement (including the application owing to such Defaulting Bank as to which it exercised such right of funds arising from the existence of a Defaulting Lender) setoff, recoupment, counterclaim or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8otherwise.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”), on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, an the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by such the L/C Issuer as a Lender hereunder. The provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in accordance with the terms of this Agreement. Section 12.8.