Common use of Sharing of Set-Offs Clause in Contracts

Sharing of Set-Offs. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a Borrower other than its indebtedness under this Agreement and (ii) this Section is not applicable to Swingline Loans.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder), receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities held any Loan made by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities held any Loan made by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (i) nothing in this Section 9.4 shall impair the right of any Lender 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 a the Borrower other than its indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under this Agreement 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 (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then due and payable with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then due and payable with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; , provided that (i) nothing in this Section shall impair the right of any Lender 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 a the Borrower other than its indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a Borrower the Company other than its indebtedness hereunder. The Company agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, if acquired pursuant to the foregoing arrangements or if the Company has otherwise received notice of the granting of such participation, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of the Company in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the any Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then of principal and interest due with respect to the any Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and the Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a the Borrower other than its indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under this Agreement and (ii) this Section is applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not applicable acquired pursuant to Swingline Loansthe foregoing arrangements, may exercise rights of set-off or counterclaim with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation.

Sharing of Set-Offs. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Note held by it (other than in the circumstances contemplated by Section 8.5) which is greater than the proportion received by any other Lender in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Note held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Notes held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Notes held by the Lenders shall be shared by the Lenders pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a the Borrower other than its indebtedness under this Agreement the Notes. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then due and payable with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then due and payable with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; , provided that (i) nothing in this Section shall impair the right of any Lender 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 a the Borrower other than its indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch 62 169 participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a the Borrower other than its indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Loan or Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set- off or counterclaim and (ii) this 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. Section is not applicable to Swingline Loans9.05.

Sharing of Set-Offs. Each Lender Bank agrees that if (i) it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Note held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Note held by such other LenderBank and (ii) such inequality shall have continued for more than 15 days, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Notes held by the other LendersBanks, and such other adjustments shall be mademade from time to time, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a Borrower other than its indebtedness hereunder. Each Borrower agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of the maker of such Note in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Note held by it and its participation in any Reimbursement Obligation and interest (if any) thereon (collectively, its "RELEVANT DEBT") which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then due with respect to the Loans and Letter Relevant Debt of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter Relevant Debt of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments with respect to the Loans and Letter Relevant Debt of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a the Borrower other than its indebtedness Relevant Debt. The Borrower agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Note or Reimbursement Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a the Borrower other than its indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Loan or Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Reimbursement Obligation held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Reimbursement Obligation held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Reimbursement Obligations held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Reimbursement Obligations held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided PROVIDED that (i) nothing in this Section shall impair the right of any Lender 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 a Borrower the Company other than its indebtedness hereunder. The Company agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Reimbursement Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of the Company in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it ------------------- shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a an proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter Note of Credit Liabilities either Borrower held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter Note of Credit Liabilities such Borrower held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter Notes of Credit Liabilities such Borrower held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter Notes of Credit Liabilities such Borrower held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided -------- that (i) nothing in this Section shall impair the right of any Lender 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 a either Borrower other than its indebtedness hereunder. Each Borrower agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Note of such Borrower, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-offs or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (i) nothing in this Section 9.04 shall impair the right of any Lender 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 a Borrower the Company other than its indebtedness hereunder. The Company agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, if acquired pursuant to the foregoing arrangements or if the Company has otherwise received notice of the granting of such participation, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of the Company in the amount of such participation.

Sharing of Set-Offs. Each Lender agrees that if (i) it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Note held by such other LenderLender and (ii) such inequality shall have continued for more than 15 days, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Notes held by the other Lenders, and such other adjustments shall be mademade from time to time, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Notes held by the Lenders shall be shared by the Lenders pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a Borrower the Company other than its indebtedness hereunder. The Company agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of the Company in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-–off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a Borrower the Company other than its indebtedness hereunder. The Company agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, if acquired pursuant to the foregoing arrangements or if the Company has otherwise received notice of the granting of such participation, may exercise rights of set–off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of the Company in the amount of such participation.

Sharing of Set-Offs. Each Lender Subject to Section 2.18, each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then due and interest due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments then due with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided PROVIDED that (i) nothing in this Section shall impair the right of any Lender 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 other than indebtedness under the Loan Documents. Each Obligor agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a Borrower participation in the Loans and Letter of Credit Liabilities, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other than its indebtedness under this Agreement and (ii) this Section is not applicable rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of such Obligor in the amount of such participation.

Sharing of Set-Offs. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a the Borrower other than its indebtedness under this Agreement and (ii) Agreement. For avoidance of doubt the sharing contemplated by this Section is based upon aggregate Credit Exposures and not applicable Credit Exposures with respect to Swingline Loansseparate Classes.

Sharing of Set-Offs. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities (i) any Note or Yen Note held by it and (ii) its participation in any Reimbursement Obligation (collectively, its "Relevant Debt") which is greater than the proportion received by any other Lender in respect of the aggregate amount then due with respect to the Loans and Letter Relevant Debt of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such 98 105 participations in the Loans and Letter Relevant Debt of Credit Liabilities held by the other LendersLender, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter Relevant Debt of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a Borrower other than its indebtedness under this Agreement and (ii) this Section is not applicable to Swingline Loansthe Relevant Debt of such Lender.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided PROVIDED that (i) nothing in this Section shall impair the right of any Lender 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 a Borrower the Borrowers other than its their indebtedness under this Agreement Agreement. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the Loans any Note held by it and any Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then of principal and interest due with respect to the Loans any Note and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans Notes and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided PROVIDED that (i) nothing in this Section shall impair the right of any Lender 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 a Borrower other than its indebtedness hereunder. Each Borrower agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Note or Letter of Credit Liabilities, whether or not acquired pursuant to the foregoing arrangements, which has notified the Company that it holds a participation, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation.

Sharing of Set-Offs. Each Lender Subject to Section 2.17, each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then due and interest due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments then due with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 other than indebtedness under the Loan Documents. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in the Loans and Letter of Credit Liabilities, 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 other than its indebtedness under this Agreement and (ii) this Section is not applicable to Swingline Loansin the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to the Loans and Letter Note of Credit Liabilities any Borrower held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter Note of Credit Liabilities such Borrower held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter Notes of Credit Liabilities such Borrower held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter Notes of Credit Liabilities such Borrower held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided PROVIDED that (i) nothing in this Section shall impair the right of any Lender 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 a Borrower other than its indebtedness hereunder. Each Borrower agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loanssuch participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then of principal and interest due with respect to its Loans and Letter of Credit Liabilities which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by of the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Lender 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 a the Borrower other than its indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Loan and (ii) this Section is Letter of Credit Liability, whether or not applicable acquired pursuant to Swingline Loansthe 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.

Sharing of Set-Offs. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then due and payable with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount then due and payable with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; , provided that (i) nothing in this Section shall impair the right of any Lender 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 a the Borrower other than its indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under this Agreement applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and (ii) this Section is not applicable other rights with respect to Swingline Loans.such