Common use of Sharing of Set-Off Clause in Contracts

Sharing of Set-Off. If any Lender shall, by exercising any right of set-off or counterclaim, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) the provisions of this Section 3.13 shall not be construed to apply to any payment made by 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 Term Loans to any assignee or Participant, other than to Borrower (as to which the provisions of this Section 3.13 shall apply). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower’s rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

Sharing of Set-Off. If Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any Lender shallpayment, whether by exercising any right of set-off or counterclaimapplication of deposit balances or otherwise, obtain payment in respect of any principal of or interest on any of the Loans or Reimbursement Obligations in excess of its Term Loans resulting in ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in , but without recourse, ratably from each of the Term Loans of other Lenders to such amount of the extent necessary so that the benefit of all Loans or Reimbursement Obligations, or participations therein, held by each such payments other Lender (or interest therein) as shall be shared by necessary to cause such Lender to share such excess payment ratably with all the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loansother Lenders; provided provided, however, that (ai) if any such participations are purchased purchase is made by any Lender, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Lender, the payment giving rise thereto is recovered, such participations related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest, interest and (bii) the provisions of this Section 3.13 13.7 shall not be construed to apply to (x) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds from the existence of a Defaulting Lender or pursuant to Section 1.15) or (y) any payment obtained by a Lender as consideration for the assignment of a sale or sale of a participation in any of its Term Loans to any assignee or Participantparticipant, other than to a Borrower or a Subsidiary thereof (as to which the provisions of this Section 3.13 13.7 shall apply). Borrower consents For purposes of this Section 13.7, amounts owed to the foregoing and agrees, or recovered by an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to the extent it may effectively do so under Applicable Law, that any fund their participation shall be treated as amounts owed to or recovered by such L/C Issuer as a Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower’s rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participationhereunder.

Sharing of Set-Off. If any Lender Each Bank agrees that if it shall, by exercising any right of set-off off, recoupment, counterclaim or counterclaimotherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of its Term Loans principal and accrued interest thereon then due with respect to any Note held by it which is greater than the proportion received by any other LenderBank in respect of the aggregate amount of principal and interest then due with respect to any Note held by such other Bank, then the Lender Bank receiving such proportionately greater proportion payment (the “Benefitted Bank”) shall purchase (for cash at face value) such participations in the Term Loans of Notes held by the other Lenders to the extent necessary Banks, and such other adjustments shall be made, as may be required so that the benefit of all such payments of principal and interest with respect to the Notes held by the Banks shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansBanks pro rata; provided provided, however, that (a) if any such participations are purchased and all or any portion of the such excess payment giving rise thereto is recoveredthereafter recovered from such Benefitted Bank or is repaid in whole or in part by such Benefitted Bank in good faith settlement of a pending or threatened avoidance claim, such participations purchase shall be rescinded rescinded, and the purchase price restored and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest, and (b) the provisions of ; further provided that nothing in this Section 3.13 shall not be construed 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 any such exercise to the payment made by of indebtedness of 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 Term Loans to any assignee or Participant, other than to its indebtedness under the Notes. The Borrower (as to which the provisions of this Section 3.13 shall apply). Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements arrangements, may exercise against Borrower’s rights of set-off or counterclaim and counterclaim other rights with respect to such participation as fully as if such Lender holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Set-Off. If any Lender Each Bank agrees that if it shall, by exercising any right of set-off off, recoupment, counterclaim or counterclaimotherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of its Term Loans principal and accrued interest thereon then due with respect to any Note held by it which is greater than the proportion received by any other LenderBank in respect of the aggregate amount of principal and interest then due with respect to any Note held by such other Bank, then the Lender Bank receiving such proportionately greater proportion payment (the “Benefited Bank”) shall purchase (for cash at face value) such participations in the Term Loans of Notes held by the other Lenders to the extent necessary Banks, and such other adjustments shall be made, as may be required so that the benefit of all such payments of principal and interest with respect to the Notes held by the Banks shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansBanks pro rata; provided provided, however, that (a) if any such participations are purchased and all or any portion of the such excess payment giving rise thereto is recoveredthereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such participations purchase shall be rescinded rescinded, and the purchase price restored and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest, and (b) the provisions of ; further provided that nothing in this Section 3.13 shall not be construed 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 any such exercise to the payment made by of indebtedness of 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 Term Loans to any assignee or Participant, other than to its indebtedness under the Notes. The Borrower (as to which the provisions of this Section 3.13 shall apply). Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements arrangements, may exercise against Borrower’s rights of set-off or counterclaim and counterclaim other rights with respect to such participation as fully as if such Lender holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Set-Off. If any Lender Each Bank agrees that if it shall, by exercising any right of set-off off, recoupment or counterclaimcounterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of its Term Loans principal and accrued interest thereon then due with respect to any Note held by it which is greater than the proportion received by any other LenderBank in respect of the aggregate amount of principal and interest then due with respect to any Note held by such other Bank, then the Lender Bank receiving such proportionately greater proportion payment (the “Benefitted Bank”) shall purchase (for cash at face value) such participations in the Term Loans of Notes held by the other Lenders to the extent necessary Banks, and such other adjustments shall be made, as may be required so that the benefit of all such payments of principal and interest with respect to the Notes held by the Banks shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansBanks pro rata; provided provided, however, that (a) if any such participations are purchased and all or any portion of the such excess payment giving rise thereto is recoveredthereafter recovered from such Benefitted Bank or is repaid in whole or in part by such Benefitted Bank in good faith settlement of a pending or threatened avoidance claim, such participations purchase shall be rescinded rescinded, and the purchase price restored and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest, and (b) the provisions of ; further provided that nothing in this Section 3.13 shall not be construed 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 any such exercise to the payment made by of indebtedness of 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 Term Loans to any assignee or Participant, other than to its indebtedness under the Notes. The Borrower (as to which the provisions of this Section 3.13 shall apply). Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements arrangements, may exercise against Borrower’s rights of set-off or counterclaim and counterclaim other rights with respect to such participation as fully as if such Lender holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Set-Off. If any Lender Each Bank agrees that if it shall, by exercising any right of set-off off, recoupment, counterclaim or counterclaimotherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of its Term Loans principal and accrued interest thereon then due with respect to any Note held by it which is greater than the proportion received by any other LenderBank in respect of the aggregate amount of principal and interest then due with respect to any Note held by such other Bank, then the Lender Bank receiving such proportionately greater proportion payment (the "Benefitted Bank") shall purchase (for cash at face value) such participations in the Term Loans of Notes held by the other Lenders to the extent necessary Banks, and such other adjustments shall be made, as may be required so that the benefit of all such payments of principal and interest with respect to the Notes held by the Banks shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansBanks pro rata; provided provided, however, that (a) if any such participations are purchased and all or any portion of the such excess payment giving rise thereto is recoveredthereafter recovered from such Benefitted Bank or is repaid in whole or in part by such Benefitted Bank in good faith settlement of a pending or threatened avoidance claim, such participations purchase shall be rescinded rescinded, and the purchase price restored and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest, and (b) the provisions of ; further provided that nothing in this Section 3.13 shall not be construed 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 any such exercise to the payment made by of indebtedness of 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 Term Loans to any assignee or Participant, other than to its indebtedness under the Notes. The Borrower (as to which the provisions of this Section 3.13 shall apply). Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements arrangements, may exercise against Borrower’s rights of set-off or counterclaim and counterclaim other rights with respect to such participation as fully as if such Lender holder of a participation were a direct creditor of the Borrower in the amount of such participation.. Section 9.05

Sharing of Set-Off. If any Lender Each Bank agrees that if it shall, by exercising any right of set-off or counterclaimcounterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of its Term Loans principal and accrued interest thereon then due with respect to any Note held by it which is greater than the proportion received by any other LenderBank in respect of the aggregate amount of principal and interest then due with respect to any Note held by such other Bank, then the Lender Bank receiving such proportionately greater proportion payment (the "Benefitted Bank") shall purchase (for cash at face value) such participations in the Term Loans of Notes held by the other Lenders to the extent necessary Banks, and such other adjustments shall be made, as may be required so that the benefit of all such payments of principal and interest with respect to the Notes held by the Banks shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansBanks pro rata; provided provided, however, that (a) if any such participations are purchased and all or any portion of the such excess payment giving rise thereto is recoveredthereafter recovered from such Benefitted Bank or is repaid in whole or in part by such Benefitted Bank in good faith settlement of a pending or threatened avoidance claim, such participations purchase shall be rescinded rescinded, and the purchase price restored and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest, and (b) the provisions of ; further provided that nothing in this Section 3.13 shall not be construed 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 any such exercise to the payment made by of indebtedness of 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 Term Loans to any assignee or Participant, other than to its indebtedness under the Notes. The Borrower (as to which the provisions of this Section 3.13 shall apply). Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements arrangements, may exercise against Borrower’s rights of set-off or counterclaim and counterclaim other rights with respect to such participation as fully as if such Lender holder of a participation were a direct creditor of the Borrower in the amount of such participation.. Section 9.05

Sharing of Set-Off. If any Lender shall, by exercising any right of set-off setoff or counterclaimcounterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans or other obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Term Loans and such other obligations of the other Lenders to the extent necessary Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them; provided that (a) that: 148. if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (b) 149. the provisions of this Section 3.13 shall not be construed to apply to (x) 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 (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans or participations in L/C Obligations to any assignee or Participantparticipant, other than to Borrower any Loan Party or any Subsidiary thereof (as to which the provisions of this Section 3.13 shall apply). Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower’s each Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower each Loan Party in the amount of such participation.