Common use of Sharing of Set-Offs Clause in Contracts

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender shall, by exercising any right of set‑off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its 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 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 (i) 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are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party 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 such Loan Party rights of set-off 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.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender shall, by exercising any right of set‑off set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline 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 Loans and participations in LC Disbursements and Swingline 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 and participations in LC Disbursements and Swingline Loans; provided that (i) 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any the Loan Document Documents 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 LC Disbursements or the Swingline Loans to any assignee or participant, other than to IHS a Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party 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 such Loan Party rights of set-off 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.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, Each Bank agrees that if any Lender it shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of its Loans principal and accrued interest thereon then due with respect to any Loan or Unreimbursed Amounts 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 Loan held by such other Bank, then the Lender Bank receiving such proportionately greater proportion payment shall (a) notify the Administrative Agent of such fact and (b) purchase (for cash at face value) such participations in the Loans of or L/C Obligations, as the case may be, 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 Loans and Unreimbursed Amounts 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 that nothing in this Section shall (i) if 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 participations are purchased and all or any portion of exercise to the payment giving rise thereto is recovered, such participations shall be rescinded and of indebtedness of any Borrower (other than the purchase price restored to the extent of such recovery, without interest, and Loans) nor (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by or on behalf of any Loan Party Borrower pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for this Agreement (including the assignment application of or sale funds arising from the existence of a participation Defaulting Bank) or (y) the application of Cash Collateral provided for in any of its Loans to any assignee or participant, other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply)Section 2.16. Each Loan Party consents to the foregoing and Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party 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 such Loan Party Borrower in the amount of such participation.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender shall, by exercising any right of set‑off set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline 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 Loans and participations in LC Disbursements and Swingline 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 and participations in LC Disbursements and Swingline Loans; provided that (i) 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document 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 LC Disbursements to any assignee or participant, other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party 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 such Loan Party rights of set-off 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.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, Each Bank agrees that if any Lender it shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of its Loans principal and accrued interest thereon due with respect to any Note held by it and any Letter of Credit Liabilities which is greater than the proportion received by any other LenderBank in respect of the aggregate amount of principal and interest due with respect to any Note and any Letter of Credit Liabilities held by such other Bank, then the Lender Bank receiving such proportionately greater proportion payment shall purchase (for cash at face value) such participations in the Loans Notes and Letter of Credit Liabilities 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 and Letter of Credit Liabilities held by the Banks shall be shared by the Lenders ratably Banks pro rata; PROVIDED that nothing in accordance with this Section shall impair the aggregate 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 principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion indebtedness 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, Borrower other than to IHS or any Subsidiary or Affiliate thereof (as to which its indebtedness under the provisions of this paragraph shall apply)Notes. Each Loan Party consents to the foregoing and The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender acquiring holder of a participation in a Note or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements arrangements, may exercise against such Loan Party 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 such Loan Party the Borrower in the amount of such participation.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender shall, by exercising any right of set‑off set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its 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 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 (i) 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party the Borrower pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to IHS the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party The 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 such Loan Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party the Borrower in the amount of such participation.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, Each Bank agrees that if any Lender it shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of principal and interest due with respect to its Loans and accrued interest thereon Credits which is greater than the proportion received by any other LenderBank in respect of the aggregate amount of principal and interest due with respect to the Credits of such other Bank, then the Lender Bank receiving such proportionately greater proportion payment shall purchase (for cash at face value) such participations in the Loans Credits of 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 Credits of the Banks 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 (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded Banks pro rata. The Borrower and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the foregoing and agreesParent Guarantor agree, to the fullest extent it they may effectively do so under applicable 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 such Loan Party 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 such Loan Party the Borrower or the Parent Guarantor, as the case may be, in the amount of such participation. Each Bank further 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 facility fees due with respect to its Commitments which is greater than the proportion received by any other Bank in respect of the aggregate amount of facility fees due with respect to the Commitments of such other Bank, adjustments shall be made as may be required so that all such payments of facility fees with respect to the Commitments of the Banks shall be shared by the Banks pro rata.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline 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 Loans and participations in LC Disbursements and Swingline 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 and participations in LC Disbursements and Swingline Loans; provided that (i) 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any the Loan Document Documents 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 LC Disbursements or the Swingline Loans to any assignee or participant, other than to IHS a Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party 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 such Loan Party rights of set-off 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.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, Each Bank agrees that if any Lender it shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving receive payment of a greater proportion propor tion of the aggregate amount of principal and interest due with respect to its Loans and accrued interest thereon Credits which is greater than the proportion received by any other LenderBank in respect of the aggregate amount of principal and interest due with respect to the Credits of such other Bank, then the Lender Bank receiving such proportionately greater proportion payment shall purchase (for cash at face value) such participations in the Loans Credits of 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 Credits of the Banks 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 (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded Banks pro rata. Each Borrower and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the foregoing and agreesParent Guarantor agree, to the fullest extent it they may effectively do so under applicable 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 such Loan Party rights of set-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 such Loan Party Borrower or the Parent Guarantor, as the case may be, in the amount of such participation. Each Bank further 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 facility fees due with respect to its Commitments which is greater than the proportion received by any other Bank in respect of the aggregate amount of facility fees due with respect to the Commitments of such other Bank, adjustments shall be made as may be required so that all such payments of facility fees with respect to the Commitments of the Banks shall be shared by the Banks pro rata.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting or other Revolving Credit Obligations that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans Revolving Credit Obligations and accrued interest and fees thereon than the proportion received by any other LenderLender with respect to its Revolving Credit Obligations, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans Revolving Credit Obligations 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 LoansRevolving Credit Obligations; provided that (i) 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 (ii) the provisions of this paragraph subsection shall not be construed to apply to any payment made by any Loan Party the Borrowers pursuant to and in accordance with the express terms of any Loan Document this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans Revolving Credit Obligations to any assignee or participant, other than to IHS any Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph subsection shall apply). Each Loan Party consents The Borrowers consent to the foregoing and agreesagree, to the extent it they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party the Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party the Borrowers in the amount of such participation.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender shall, by exercising any right of set‑off set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its 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 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 (i) 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to IHS MGHL or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party 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 such Loan Party rights of set-off 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.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, Each Bank agrees that if any Lender it shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of principal and interest due with respect to its Loans and accrued interest thereon Credits which is greater than the proportion received by any other LenderBank in respect of the aggregate amount of principal and interest due with respect to the Credits of such other Bank, then the Lender Bank receiving such proportionately greater proportion payment shall purchase (for cash at face value) such participations in the Loans Credits of 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 Credits of the Banks 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 (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded Banks pro rata. Each Borrower and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the foregoing and agreesParent Guarantor agree, to the fullest extent it they may effectively do so under applicable 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 such Loan Party 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 such Loan Party Borrower or the Parent Guarantor, as the case may be, in the amount of such participation. Each Bank further 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 facility fees due with respect to its Commitments which is greater than the proportion received by any other Bank in respect of the aggregate amount of facility fees due with respect to the Commitments of such other Bank, adjustments shall be made as may be required so that all such payments of facility fees with respect to the Commitments of the Banks shall be shared by the Banks pro rata.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Each Lender or Lenders, agrees that ------------------- if any Lender it shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount then due to it with respect to the principal of and interest on the Notes held by it and its Loans participation in the Reimbursement Obligations and accrued interest (if any) thereon or Commitment or Letter of Credit Participation Fees (collectively, its "Relevant Obligations") which is greater than the proportion received by any other Lender in respect of the Relevant Obligations of such other Lender, then the Lender receiving such proportionately greater proportion payment shall purchase (for cash at face value) such participations in the Loans of other Lenders Relevant Obligations held by or owing to the extent necessary other Lenders, and such other adjustments shall be made, as may be required so that the benefit of all such payments with respect to the Relevant Obligations of the Lenders shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loanspro rata; provided that (i) if 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 participations are purchased and all or any portion exercise to the payment of indebtedness 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, Borrower other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply)its Relevant Obligations. Each Loan Party consents to the foregoing and The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender acquiring holder of a participation in a Note or Letter of Credit, whether or not acquired pursuant to the foregoing arrangements arrangements, may exercise against such Loan Party 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 such Loan Party the Borrower in the amount of such participation.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Each Lender or Lenders, agrees that if any Lender it shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of its principal and interest then due with respect to the Loans and accrued interest thereon Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender 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 Lender, then the Lender receiving such proportionately greater proportion payment shall purchase (for cash at face value) such participations in the Loans of held by the other Lenders to the extent necessary Lenders, 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 Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loanspro rata; provided that (i) if nothing in this Section 9.04 shall impair the right of any Lender or Issuing Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such participations are purchased and all or any portion exercise to the payment of indebtedness 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, Company other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply)its indebtedness hereunder. Each Loan Party consents to the foregoing and The Company agrees, to the fullest extent it may effectively do so under applicable law, that any Lender acquiring 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 against such Loan Party 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 such Loan Party the Company in the amount of such participation.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, Each Bank agrees that if any Lender it shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of its principal and interest on any Loans or Reimbursement Obligations then due and accrued interest thereon payable (collectively, the `Relevant Debt') which is greater than the proportion received by any other LenderBank in respect of the aggregate amount of the Relevant Debt, then the Lender Bank receiving such proportionately greater proportion payment shall purchase (for cash at face value) such participations in the Loans of other Lenders Relevant Debt then due and payable to the extent necessary other 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 Relevant Debt 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 that (i) if 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 participations are purchased and all exercise to the payment of indebtedness of the Company 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Borrower other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply)Relevant Debt. Each Loan Party consents to the foregoing The Company and each other Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender acquiring holder of a participation in a Loan or a Reimbursement Obligation, whether or not acquired pursuant to the foregoing arrangements arrangements, may exercise against such Loan Party 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 Company and such Loan Party other Borrower in the amount of such participation.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender shall, by exercising any right of set‑off set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline 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 Loans and participations in LC Disbursements and Swingline 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 and participations in LC Disbursements and Swingline Loans; provided that (i) 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document 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 LC Disbursements to any assignee or participant, other than to IHS MGHL or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party 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 such Loan Party rights of set-off 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.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender shall, by exercising any right of set‑off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its 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 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 (i) 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to IHS Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party 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 such Loan Party rights of set-off 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.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline 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 Loans and participations in LC Disbursements and Swingline 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 and participations in LC Disbursements and Swingline Loans; provided that (i) 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document 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 LC Disbursements to any assignee or participant, other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party 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 such Loan Party rights of set-off 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.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, Each Bank agrees that if any Lender it shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount reimbursement obligation or interest due with respect to any LC Disbursement made by it under a Committed Letter of its Loans and accrued interest thereon Credit which is greater than the proportion received by any other LenderBank in respect of the aggregate reimbursement obligation or interest due, then as the Lender case may be, with respect to any LC Disbursement made by such other Bank under such Letter of Credit, the Bank receiving such proportionately greater proportion payment shall purchase (for cash at face value) such participations in the Loans LC Exposure by the other Banks under such Letter of Credit, and such other Lenders to the extent necessary adjustments shall be made, as may be required so that the benefit of all such payments of reimbursement obligations and interest with respect to LC Disbursements made by the Banks under such Letter of Credit 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 that (i) if 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 participations are purchased and all or any portion exercise to the payment of indebtedness 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan applicable Account Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of its indebtedness under this paragraph shall apply)Agreement. Each Loan Account Party consents to the foregoing and agrees, to the fullest extent it may effectively do so under applicable law, that any Lender acquiring holder of a participation in any LC Exposure, whether or not acquired pursuant to the foregoing arrangements arrangements, may exercise against such Loan Party 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 such Loan Account Party in the amount of such participation.. Third Amended and Restated Letter of Credit and Reimbursement Agreement

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, Each Bank agrees that if any Lender it shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of its Loans principal and accrued interest thereon due with respect to the Note of any Borrower held by it which is greater than the proportion received by any other LenderBank in respect of the aggregate amount of principal and interest due with respect to the Note of such Borrower held by such other Bank, then the Lender Bank receiving such proportionately greater proportion payment shall purchase (for cash at face value) such participations in the Loans Notes of such Borrower 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 of such Borrower 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 that (i) if any the Bank purchasing such participations are (the "Sharing Bank") should subsequently be required to refund such payment to such Borrower, then each Bank from whom a participation was purchased and all or any portion shall pay to the Sharing Bank its pro rata share of the payment giving rise thereto is recovered, participations purchased together with its pro rata share of interest on such participations shall be rescinded amount if and the purchase price restored to the extent the Sharing Bank is required to pay interest on any refunded amount; provided further that nothing in this Section shall impair the right of such recovery, without interest, any Bank to exercise any right of set-off or counterclaim it may have and (ii) the provisions of this paragraph shall not be construed to apply the amount subject to any such exercise to the payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale indebtedness of a participation in any of its Loans to any assignee or participant, Borrower other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply)its indebtedness hereunder. Each Loan Party consents to the foregoing and Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender acquiring holder of a participation in a Note in respect of which it is an obligor acquired pursuant to the foregoing arrangements arrangements, may exercise against such Loan Party 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 such Loan Party Borrower in the amount of such participation.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Each Lender or Lenders, agrees that if any Lender it shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving receive payment of a greater proportion of the aggregate amount of its Loans claims in respect of Letter of Credit Disbursements and accrued principal and interest thereon due with respect to any Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of claims in respect of Letter of Credit Disbursements and principal and interest due with respect to any Note held by such other Lender, then the Lender receiving such proportionately greater proportion payment shall purchase (for cash at face value) such participations in the Loans claims in respect of Letter of Credit Disbursements and Notes held by the other Lenders to the extent necessary Lenders, and such other adjustments shall be made, as may be required so that the benefit of all such payments of claims in respect of Letter of Credit Disbursements and of principal and interest with respect to the Notes held by the Lenders shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loanspro rata; provided that (i) if 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 participations are purchased and all or any portion exercise to the payment of indebtedness 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, Borrower other than to IHS or any Subsidiary or Affiliate thereof (as to which its indebtedness under the provisions of this paragraph shall apply)Loan Documents. Each Loan Party consents to the foregoing and The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender acquiring holder of a participation in a Letter of Credit or Note, whether or not acquired pursuant to the foregoing arrangements arrangements, may exercise against such Loan Party rights of set-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 such Loan Party the Borrower in the amount of such participation.

Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender shall, by exercising any right of set‑off set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its 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 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 (i) 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 (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party the Borrower pursuant to and in accordance with the express terms of any Loan Document 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 to any assignee or participant, other than to IHS the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party The 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 such Loan Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party the Borrower in the amount of such participation.