Common use of Sharing of Set-Offs Clause in Contracts

Sharing of Set-Offs. 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 Bank in respect of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Banks, 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 Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall 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.

Sharing of Set-Offs. 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 of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Promissory Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Promissory Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Promissory Notes held by the other Banks, and such other adjustments shall be made, as may be required required, so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Promissory Notes held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall 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 Agreementthe Promissory Notes.

Sharing of Set-Offs. Each Bank 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 any Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount then of principal and interest due with respect to the Loans and any Letter of Credit Liabilities made or held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other BanksLenders, and such other adjustments shall be made, in each case as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities made or held by the Banks Lenders shall be shared by the Banks Lenders pro rata; provided provided, that nothing in this Section shall impair the right of any Bank Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the for payment of indebtedness of the Borrower other than its indebtedness under this Agreementhereunder.

Sharing of Set-Offs. Each Bank 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 Loan made or Note held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount then of principal and interest due with respect to the Loans any Loan and Letter of Credit Liabilities Note made or held by such other BankLender, except as otherwise expressly contemplated by this Agreement, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Loan made or Notes held by the other BanksLenders, and such other adjustments shall be made, in each case as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Loan made or Notes made or held by the Banks Lenders shall be shared by the Banks Lenders pro rata; provided provided, that nothing in this Section shall impair the right of any Bank Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the for payment of indebtedness of the Borrower other than its indebtedness under this Agreement.hereunder. Section 9.05

Sharing of Set-Offs. 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 Bank in respect of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Banks, 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 Banks shall be shared by the Banks pro rata; provided PROVIDED that nothing in this Section shall 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.

Sharing of Set-Offs. 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 Bank in respect of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Banks, 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 Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall 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 a Borrower other than its indebtedness under this Agreement.

Sharing of Set-Offs. (a) Each Bank 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 held by any Loan payable to it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities held by any Loan payable to such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by payable to the other BanksLenders, 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 Banks shall be shared by the Banks Lenders pro rata; provided that nothing in this Section shall impair the right of any Bank Lender to exercise any right of set-off or counterclaim it may have against the Borrower and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreementthe Loan Documents.

Sharing of Set-Offs. Each Bank 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 Loan made or Note held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount then of principal and interest due with respect to the Loans any Loan and Letter of Credit Liabilities Note made or held by such other BankLender, except as otherwise expressly contemplated by this Agreement, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Loan made or Notes held by the other BanksLenders, and such other adjustments shall be made, in each case as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Loan made or Notes made or held by the Banks Lenders shall be shared by the Banks Lenders pro rata; provided provided, that nothing in this Section shall impair the right of any Bank Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the for payment of indebtedness of the Borrower other than its indebtedness under this Agreement.hereunder. 44

Sharing of Set-Offs. Each Bank 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 Loan made or Notes held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Loan made or Notes held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Loan made or Notes held by the other BanksLenders, and such other adjustments shall be made, in each case as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Loan made or Notes held by the Banks Lenders shall be shared by the Banks Lenders pro rata; provided provided, that nothing in this Section shall impair the right of any Bank Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the for payment of indebtedness of the Borrower other than its indebtedness under this Agreementhereunder.

Sharing of Set-Offs. Each Bank 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 Loan made or Notes held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Loan made or Notes held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Loan made or Notes held by the other BanksLenders, and such other adjustments shall be made, in each case as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Loan made or Notes held by the Banks Lenders shall be shared by the Banks Lenders pro rata; provided provided, that nothing in this Section shall impair the right of any Bank Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the for payment of indebtedness of the Borrower Borrowers other than its indebtedness under this Agreementhereunder.

Sharing of Set-Offs. 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 of principal and interest due with respect to the Loans and Letter of Credit Liabilities held any Committed Loan made by it which is greater than the proportion received by any other 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 Committed Loan made by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Committed Loans and Letter of Credit Liabilities held made by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Committed Loans and Letter of Credit Liabilities held made by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall 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 any Borrower other than its indebtedness under this Agreement.or any

Sharing of Set-Offs. Each Bank 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 Loan made or Note held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Loan or Note made or held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Loan made or Notes held by the other BanksLenders, and such other adjustments shall be made, in each case as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Loan made or Note held by the Banks Lenders shall be shared by the Banks Lenders pro rata; provided provided, that nothing in this Section shall impair the right of any Bank Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the for payment of indebtedness of the Borrower other than its indebtedness under this Agreement.hereunder. Section 8.05

Sharing of Set-Offs. 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 of principal and interest then due with respect to the Loans and Letter of Credit Liabilities any Covered Obligation 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 the Loans and Letter of Credit Liabilities any Covered Obligation held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Covered Obligations held by the other Banks, 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 Covered Obligations held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall 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 a Borrower other than its indebtedness under this Agreementin respect of the Covered Obligations.

Sharing of Set-Offs. 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 of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Promissory Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Promissory Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Promissory Notes held by the other Banks, and such other adjustments shall be made, as may be required required, so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Promissory Notes held by the Banks shall be shared by the Banks pro rata; provided PROVIDED that nothing in this Section shall 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 Obligors other than its indebtedness under this Agreementthe Financing Documents.

Sharing of Set-Offs. 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 Bank in respect of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Banks, 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 Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall 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 a Borrower other than its indebtedness under this AgreementAgreement and (ii) this Section is not applicable to Swingline Loans.

Sharing of Set-Offs. Each Bank 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 Loan made or Note held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Loan or any Note made or held by such other BankLender, except as otherwise expressly contemplated by this Agreement, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Loan made or Notes held by the other BanksLenders, and such other adjustments shall be made, in each case as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Loan made or Notes held by the Banks Lenders shall be shared by the Banks Lenders pro rata; provided provided, that nothing in this Section shall impair the right of any Bank Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the for payment of indebtedness of the Borrower other than its indebtedness under this Agreementhereunder.

Sharing of Set-Offs. 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 60 66 amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Promissory Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount then of principal and interest due with respect to the Loans and Letter of Credit Liabilities any Promissory Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities Promissory Notes held by the other Banks, and such other adjustments shall be made, as may be required required, so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities Promissory Notes held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall 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 Agreementthe Promissory Notes.

Sharing of Set-Offs. (a) Each Bank Lender agrees that if it shall, by exercising any right of set-off 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 Bank Lender 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 BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other BanksLenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest due with respect to the Loans and Letter of Credit Liabilities held by the Banks Lenders shall be shared by the Banks Lenders pro rata; provided that nothing in this Section 11.04(a) shall impair the right of any Bank 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 the Borrower Company other than its indebtedness under this Agreementhereunder.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (except as contemplated by Section 2.03, Section 2.14, Article 8 or Section 9.01), 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 Bank in respect of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Banks, 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 Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall 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 Company, other than its indebtedness under this Agreementhereunder.