Common use of Sharing of Setoff Clause in Contracts

Sharing of Setoff. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan or Loans as a result of which the unpaid principal portion of the Loans of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in the Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Sharing of Setoff. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.132.10, Section 2.14, Section 2.18 2.14 and Section 2.192.15), obtain payment (voluntary or involuntary) in respect of any Loan or Loans participations in L/C Disbursements as a result of which the unpaid principal portion of the Loans participations in L/C Disbursements of such Lender Bank shall be proportionately less than the unpaid principal portion of the Loans participations in L/C Disbursements of any other LenderBank, it shall be deemed simultaneously to have purchased from such other Lender Bank at face value, and shall promptly pay to such other Lender Bank the purchase price for, a participation participations in the Loans L/C Disbursements of such other LenderBank, so that the aggregate unpaid principal amount benefit of the Loans and participations in the Loans held by each Lender all such payments shall be shared ratably by the Banks in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventaccordance with their Commitment Percentages in L/C Disbursements; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 2.12 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding Bank acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender Bank by reason thereof as fully as if such Lender had made Bank were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing of Setoff. Each Lender agrees that if it shallAny Bank which shall receive payment of or on account of all or part of its share of the Loans, whether voluntary, involuntary or through the exercise of a any right of setoff, counterclaim, banker's lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law bankruptcy statute or otherwise, or by any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan or Loans as a result of which the unpaid principal portion of the Loans of such Lender shall be proportionately less greater proportion than the unpaid principal portion proportionate amount of the Loans of any other Lenderprincipal, interest and fees due it under this Agreement shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay purchase immediately prior to such other Lender the purchase price for, a participation payment participations in the Loans portions of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in the Loans held by each Lender the other Banks so that all recoveries of principal, interest and fees shall be shared by the Banks in accordance with the same proportion provisions as set forth in Section 9.02 hereof; except that this provision shall not apply to the aggregate unpaid principal amount any setoff for payment of standard fees for maintaining deposit accounts. If all Loans then outstanding as the principal amount or any portion of its Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to excess payment is thereafter recovered from such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 and the payment giving rise thereto shall thereafter be recoveredBank, such purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower expressly consents interest (except to the foregoing arrangements and agrees that extent such Bank is required to pay interest). All sums received by a Bank through the exercise of any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights right of setoff, counterclaim, banker's lien, setoff secured claim under any bankruptcy statute or counterclaim otherwise shall be deemed to be first applied to such Bank's portion of the Indebtedness under this Agreement until payment thereof in full and any balance remaining thereafter shall be utilized to purchase participations in the portions of the Loans held by the other Banks so that all recoveries of principal, interest and fees shall be shared by the Banks in accordance with respect the provisions as set forth in Section 9.02 hereof, subject to the same limitations and protections as set forth above, and any remaining balance, if any, of such amounts received by a Bank following unconditional repayment in full of the Loans may then be applied to any and all moneys owing by other Indebtedness of the Borrower to such Lender Bank, which Indebtedness does not constitute Loans and is outside the scope of or not contemplated by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationthis Agreement.

Sharing of Setoff. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.132.10, Section 2.14, Section 2.18 2.14 and Section 2.192.15), obtain payment (voluntary or involuntary) in respect of any Loan or Loans participations in L/C Disbursements as a result of which the unpaid principal portion of the Loans participations in L/C Disbursements of such Lender Bank shall be proportionately less than the unpaid principal portion of the Loans participations in L/C Disbursements of any other LenderBank, it shall be deemed simultaneously to have purchased from such other Lender Bank at face value, and shall promptly pay to such other Lender Bank the purchase price for, a participation participations in the Loans L/C Disbursements of such other LenderBank, so that the aggregate unpaid principal amount benefit of the Loans and participations in the Loans held by each Lender all such payments shall be shared ratably by the Banks in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventaccordance with their Commitment Percentages in L/C Disbursements; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 2.12 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding Bank acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender Bank by reason thereof as fully as if such Lender had made Bank were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing of Setoff. Each Lender severally agrees that if it shallit, ----------------- through the exercise of a any right of setoff, banker's lien, setoff lien or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 otherwise, receives payment of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received Obligations held by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan or Loans as a result of which the unpaid principal portion of the Loans of such Lender shall be proportionately less it that is ratably more than the unpaid principal portion of the Loans of any other Lender, it through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) The Lender exercising the right of setoff, banker's lien or counterclaim or otherwise receiving such pay ment shall purchase, and shall be deemed simultaneously to have purchased simultaneously purchased, from such the other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such Obligations held by the other Lender, Lender and shall pay to the other Lender a purchase price in an amount so that the aggregate unpaid principal amount share of the Loans and participations in the Loans Obligations held by each Lender after the exercise of the right of setoff, banker's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of the right of setoff, banker's lien or counterclaim or receipt of payment; and (b) Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a -------- disproportionate payment obtained as a result of the exercise of the right of setoff, banker's lien, setoff or counterclaim or other event was wise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the principal amount rights of all Loans outstanding prior to such exercise Borrower, the purchase of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments a participation shall be made rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 2.16 shall from and after the payment giving rise thereto shall thereafter be recoveredpurchase have the right to give all notices, such purchase or purchases or adjustments shall be rescinded requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of such recovery and the purchase price or prices or adjustment restored without interestObligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been an Obligation so purchased may exercise any and all rights of setoff, banker's lien, setoff lien or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made a Loan directly to that Xxxxxx were the Borrower in original owner of the amount of such participationObligation purchased.

Sharing of Setoff. Each Lender severally agrees that if it shallit, through the exercise of a any right of setoff, banker's lien, setoff lien or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 otherwise, receives payment of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received Obligations held by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan or Loans as a result of which the unpaid principal portion of the Loans of such Lender shall be proportionately less it that is ratably more than the unpaid principal portion of the Loans of any other Lender, it through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) The Lender exercising the right of setoff, banker's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed simultaneously to have purchased simultaneously purchased, from such the other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such Obligations held by the other Lender, Lender and shall pay to the other Lender a purchase price in an amount so that the aggregate unpaid principal amount share of the Loans and participations in the Loans Obligations held by each Lender after the exercise of the right of setoff, banker's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of the right of setoff, banker's lien or counterclaim or receipt of payment; and (b) Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender's share of the Obligations immediately prior to, and without taking into account, the payment; PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker's lien, setoff or counterclaim or other event was otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the principal amount rights of all Loans outstanding prior to such exercise Borrower, the purchase of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments a participation shall be made rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 2.16 shall from and after the payment giving rise thereto shall thereafter be recoveredpurchase have the right to give all notices, such purchase or purchases or adjustments shall be rescinded requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of such recovery and the purchase price or prices or adjustment restored without interestObligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been an Obligation so purchased may exercise any and all rights of setoff, banker's lien, setoff lien or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such that Lender had made a Loan directly to were the Borrower in original owner of the amount of such participationObligation purchased.