Common use of Set-off Sharing Clause in Contracts

Set-off Sharing. (a) In addition to any rights and remedies of Agent and any Lender provided by law, each Lender shall have a security interest in any and all deposits of Borrower (general or special, time or demand, provisional or final) at any time held by any Lender which security interest shall secure the Obligations. Upon the occurrence and during the continuance of an Event of Default, provided that it has first received the written consent of Agent, without prior notice to Borrower (any such notice being specifically waived by Borrower to the fullest extent permitted by applicable law), each Lender may set off and apply against any Obligations, whether matured or unmatured, of Borrower to such Lender, any amount owing from the Lender to Borrower. No Lender shall exercise any right of set-off it may have against any Borrower or any Guarantor in connection with the Obligations without the prior written consent of Agent. Each Lender promptly shall notify Borrower and Agent after any such setoff and application made by any such Lender; provided, that failure to give such notice -------- shall not affect the validity of such setoff and application. (b) Each Lender agrees that: (i) to the extent that it shall receive or shall have received or collected, in respect of any of the Obligations, any payment or distribution of any cash or other property of Borrower or any Guarantor at any time, including by payment or distribution from Borrower or any Guarantor, by exercise of any right of set-off or counterclaim, by liquidation of Collateral, as a distribution in a bankruptcy, insolvency, or similar proceeding or otherwise, and any such payment or distribution results in such Lender's receiving or having received more than it would otherwise be entitled to receive under this Agreement such Lender shall promptly deliver the same to Agent in cash or the form received (except for the endorsement or the assignment of or by such Lender where necessary), and Agent shall promptly distribute the same to all Lenders in the same manner as if it were a payment to be distributed pursuant to this Agreement, and until so delivered, the same shall be held in trust by such Lender as property of all Lenders; and (ii) to the extent that any payment or other transfer made under this Agreement on account of the principal portion of any Obligations shall be recovered (a "Returned Payment") from any Lender pursuant to any preference, fraudulent transfer, or similar provision under any bankruptcy, insolvency, or similar law or otherwise, each other Lender shall purchase from such Lender a participation in its Percentage of such Returned Payment; (c) To the extent that any Lender is required by the provisions of Section 13.4(b) to purchase a participation from one or more other Lenders, such purchase shall be effected by (i) the payment to Agent by the Lender making such purchase of the amount required to be paid, and (ii) Agent's distribution of the amount or amounts required to be paid to the respective Lender or Lenders from whom such purchase is required to be made. Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in any Obligations, whether or not acquired pursuant to the foregoing arrangements, may exercise any rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower in the amount of such participation.

Set-off Sharing. (a) In addition to any rights and remedies of the Agent and any Lender Lenders provided by law, each Lender shall have a security interest in the right, without prior notice to any Person constituting the Borrower, any such notice being expressly waived by each Person constituting the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by any Person constituting the Borrower hereunder or under the Notes or the other Loan Documents (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits of Borrower (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Lender which security interest shall secure the Obligations. Upon the occurrence and during the continuance branch or agency of an Event of Default, provided that it has first received the written consent of Agent, without prior notice to Borrower (any such notice being specifically waived by Borrower to the fullest extent permitted by applicable law), each Lender may set off and apply against any Obligations, whether matured or unmatured, of Borrower to such Lender, any amount owing from the Lender to or for the credit or the account of any Person constituting the Borrower. No Lender shall exercise any right of set-off it may have against any Borrower or any Guarantor in connection with the Obligations without the prior written consent of Agent. Each Lender agrees promptly shall to notify the Borrower and Agent after any such setoff set-off and application made by any such Lender; provided, provided that the failure to give such notice -------- shall not affect the validity of such setoff set-off and application. (b) Each Lender agrees of the Lenders agree among themselves that with respect to all amounts received by them which are applicable to the payment or satisfaction of all or part of the Loans or Reimbursement Obligations, interest thereon, any fees or any other amount payable hereunder or under the other Loan Documents, equitable adjustment will be made so that:, in effect, all such amounts will be shared among the Lenders in proportion to their respective Percentages, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or by the enforcement of their rights hereunder or under the other Loan Documents. (ic) to If any Lender shall, through the extent that it shall receive or shall have received or collected, in respect of any of the Obligations, any payment or distribution of any cash or other property of Borrower or any Guarantor at any time, including by payment or distribution from Borrower or any Guarantor, by exercise of any right of set-off or counterclaim, by liquidation of Collateralsetoff, as a distribution in a bankruptcy, insolvency, or similar proceeding banker's lien or otherwise, and any such receive payment or distribution results in reduction of a proportion of the aggregate amount of the Loans or interest thereon due to such Lender's receiving or having received more than it would otherwise be entitled to receive under this Agreement such Lender shall promptly deliver the same to Agent in cash or the form received (except for the endorsement or the assignment of or by such Lender where necessary), and Agent shall promptly distribute the same to all Lenders in the same manner as if it were a payment to be distributed pursuant to this Agreement, and until so delivered, the same shall be held in trust by such Lender as property of all Lenders; and (ii) to the extent that any payment or other transfer made under this Agreement on account of the principal portion of any Obligations shall be recovered (a "Returned Payment") from any Lender pursuant to any preference, fraudulent transfer, or similar provision under any bankruptcyother amount payable hereunder, insolvencyas the case may be, or similar law or otherwise, each which is greater than the proportion received by any other Lender shall purchase from such Lender a participation in its Percentage of such Returned Payment; (c) To the extent that any Lender is required by the provisions of Section 13.4(b) to purchase a participation from one or more other Lenders, such purchase shall be effected by (i) the payment to Agent by the Lender making such purchase of the amount required to be paid, and (ii) Agent's distribution of the amount or amounts required to be paid to the respective Lender or Lenders from whom such purchase is required to be made. Borrower agrees, in respect to the fullest extent it may effectively do so under applicable lawaggregate amount of any Loan or Reimbursement Obligation and interest thereon due such Lender, that any holder of a participation in any Obligations, whether or not acquired pursuant to the foregoing arrangements, may exercise any rights of set-off or counterclaim and other rights with respect to any other amount payable hereunder, that Lender receiving such participation as fully as if proportionately greater payment shall notify the other Lenders and the Agent of such holder receipt and purchase participations (which it shall be deemed to have done simultaneously upon the receipt of a participation were a direct creditor of Borrower such excess payment) in the amount Loans and Reimbursement Obligations held by the other Lender or Lenders so that all such recoveries of principal and interest with respect to the Loans shall be proportionate to each Lender's respective Percentage; provided that if all or part of such participation.proportionately greater payment received by such purchasing

Set-off Sharing. (a) In addition to any rights and remedies of Agent and any Lender each Bank provided by law, each Lender shall have a security interest in any upon the occurrence of an Event of Default and all deposits acceleration of Borrower (general the Notes, or special, time or demand, provisional or final) at any time held by any Lender which security interest shall secure the Obligations. Upon upon the occurrence and during the continuance of an Event of DefaultDefault under Section 9.1(a), provided that it has first received each Bank shall have the written consent of Agentright, without prior notice to Borrower (either Borrower, any such notice being specifically expressly waived by Borrower both Borrowers to the fullest extent permitted by applicable law), each Lender may set to set-off and apply against any Obligationsindebtedness or other liability, whether matured or unmatured, of Borrower either of the Borrowers to such LenderBank arising under this Agreement and the Notes, any amount owing from the Lender such Bank to such Borrower. No Lender shall exercise any To the extent permitted by applicable law, the aforesaid right of set-off it may have be exercised by such Bank against -50- 55 either Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of such Borrower, or against anyone else claiming through or against such Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditors, notwithstanding the fact that such right of set-off shall not have been exercised by such Bank prior to the making, filing or issuance of, service upon such Bank of, or notice to such Bank of, any Guarantor in connection with petition, assignment for the Obligations without benefit of creditors, appointment or application for the prior written consent appointment of Agenta receiver, or issuance of execution, subpoena, order or warrant. Each Lender Bank agrees promptly shall to notify Borrower the Borrowers and the Agent after any each such setoff set-off and application made by any the such Lender; providedBank, provided that the failure to give such notice -------- shall not affect the validity of such setoff set-off and application. (b) Each Lender Bank agrees that: (i) to with each other Bank a party hereto that in the extent that it event such Bank shall receive and retain any payment, whether by setoff or shall have received application of deposit balances or collected, otherwise (other than pursuant to Section 12.11 hereof) on or in respect of any its Notes or facility fees in excess of its ratable share of payments on all Notes and facility fee payments then outstanding to the Banks then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the Obligationsother Banks such amount of the Notes or rights to payment of facility fees held by each such other Bank (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any Bank, and if such excess payment or distribution part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. Each Borrower acknowledges and agrees that each of the Banks shall have the right to set off amounts due it against any claims of such Borrower purchased by them from other Banks pursuant to this Section 12.6, such right to be in addition to and not in lieu of any cash or other property rights of Borrower or any Guarantor at any time, including by payment or distribution from Borrower or any Guarantor, by exercise of any right of set-off or counterclaim, by liquidation of Collateral, as a distribution in a bankruptcy, insolvency, or similar proceeding or otherwise, and any such payment or distribution results in such Lender's receiving or having received more than it setoff to which they would otherwise be entitled to receive under this Agreement such Lender shall promptly deliver the same to Agent in cash or the form received (except for the endorsement or the assignment of or by such Lender where necessary), and Agent shall promptly distribute the same to all Lenders in the same manner as if it were a payment to be distributed pursuant to this Agreement, and until so delivered, the same shall be held in trust by such Lender as property of all Lenders; and (ii) to the extent that any payment or other transfer made under this Agreement on account of the principal portion of any Obligations shall be recovered (a "Returned Payment") from any Lender pursuant to any preference, fraudulent transfer, or similar provision under any bankruptcy, insolvency, or similar law or otherwise, each other Lender shall purchase from such Lender a participation in its Percentage of such Returned Payment; (c) To the extent that any Lender is required by the provisions of Section 13.4(b) to purchase a participation from one or more other Lenders, such purchase shall be effected by (i) the payment to Agent by the Lender making such purchase of the amount required to be paid, and (ii) Agent's distribution of the amount or amounts required to be paid to the respective Lender or Lenders from whom such purchase is required to be made. Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in any Obligations, whether or not acquired pursuant to the foregoing arrangements, may exercise any rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower in the amount of such participationexercise.

Set-off Sharing. (a) In addition to any rights and remedies of the Agent and any Lender Lenders provided by law, each Lender shall have a security interest in the right, without prior notice to any Person constituting the Borrower, any such notice being expressly waived by each Person constituting the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by any Person constituting the Borrower hereunder or under the Notes or the other Loan Documents (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits of Borrower (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Lender which security interest shall secure the Obligations. Upon the occurrence and during the continuance branch or agency of an Event of Default, provided that it has first received the written consent of Agent, without prior notice to Borrower (any such notice being specifically waived by Borrower to the fullest extent permitted by applicable law), each Lender may set off and apply against any Obligations, whether matured or unmatured, of Borrower to such Lender, any amount owing from the Lender to or for the credit or the account of any Person constituting the Borrower. No Lender shall exercise any right of set-off it may have against any Borrower or any Guarantor in connection with the Obligations without the prior written consent of Agent. Each Lender agrees promptly shall to notify the Borrower and Agent after any such setoff set-off and application made by any such Lender; provided, provided that the failure to give such notice -------- shall not affect the validity of such setoff set-off and application. (b) Each Lender agrees of the Lenders agree among themselves that with respect to all amounts received by them which are applicable to the payment or satisfaction of all or part of the Loans or Reimbursement Obligations, interest thereon, any fees or any other amount payable hereunder or under the other Loan Documents, equitable adjustment will be made so that:, in effect, all such amounts will be shared among the Lenders in proportion to their respective Percentages, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or by the enforcement of their rights hereunder or under the other Loan Documents. (ic) to If any Lender shall, through the extent that it shall receive or shall have received or collected, in respect of any of the Obligations, any payment or distribution of any cash or other property of Borrower or any Guarantor at any time, including by payment or distribution from Borrower or any Guarantor, by exercise of any right of set-off or counterclaim, by liquidation of Collateralsetoff, as a distribution in a bankruptcy, insolvency, or similar proceeding banker's lien or otherwise, and any such receive payment or distribution results in reduction of a proportion of the aggregate amount of the Loans or Reimbursement Obligations or interest thereon due to such Lender, or any other amount payable hereunder, as the case may be, which is greater than the proportion received by any other Lender or Lenders in respect to the aggregate amount of any Loan or Reimbursement Obligation and interest thereon due such Lender, or with respect to any other amount payable hereunder, that Lender receiving such proportionately greater payment shall notify the other Lenders and the Agent of such receipt and purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such excess payment) in the Loans and Reimbursement Obligations held by the other Lender or Lenders so that all such recoveries of principal and interest with respect to the Loans and Reimbursement Obligations shall be proportionate to each Lender's receiving respective Percentage; provided that if all or having part of such proportionately greater payment received more than it would otherwise be entitled to receive under this Agreement such Lender shall promptly deliver the same to Agent in cash or the form received (except for the endorsement or the assignment of or by such purchasing Lender where necessary)is thereafter recovered from such Lender, and Agent shall promptly distribute the same to all Lenders in the same manner as if it were a payment to be distributed pursuant to this Agreement, and until so delivered, the same those purchases shall be held in trust by rescinded and the purchase prices paid for such participations shall be returned to the purchasing Lender as property of all Lenders; and (ii) to the extent that any payment or other transfer made under this Agreement on account of the principal portion of any Obligations shall be recovered (a "Returned Payment") from any Lender pursuant to any preference, fraudulent transfer, or similar provision under any bankruptcy, insolvency, or similar law or otherwise, each other Lender shall purchase from such Lender a participation in its Percentage of such Returned Payment;recovery, but without interest. (cd) To the extent that any Lender is required by the provisions of Section 13.4(b) to purchase a participation from one or more other Lenders, such purchase shall be effected by (i) the payment to Agent by the Lender making such purchase of the amount required to be paid, and (ii) Agent's distribution of the amount or amounts required to be paid The Borrower expressly consents to the respective Lender or Lenders from whom such purchase is required to be made. Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation arrangement described in any Obligations, whether or not acquired pursuant to the foregoing arrangements, may exercise any rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower in the amount of such participationthis Section 10.7.

Set-off Sharing. (a) In addition to any rights and remedies of the Agent and any Lender Lenders provided by law, each Lender shall have a security interest in the right, without prior notice to any Person constituting the Borrower, any such notice being expressly waived by each Person constituting the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by any Person constituting the Borrower hereunder or under the Notes or the other Loan Documents (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits of Borrower (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Lender which security interest shall secure the Obligations. Upon the occurrence and during the continuance branch or agency of an Event of Default, provided that it has first received the written consent of Agent, without prior notice to Borrower (any such notice being specifically waived by Borrower to the fullest extent permitted by applicable law), each Lender may set off and apply against any Obligations, whether matured or unmatured, of Borrower to such Lender, any amount owing from the Lender to or for the credit or the account of any Person constituting the Borrower. No Lender shall exercise any right of set-off it may have against any Borrower or any Guarantor in connection with the Obligations without the prior written consent of Agent. Each Lender agrees promptly shall to notify the Borrower and Agent after any such setoff set-off and application made by any such Lender; provided, provided that the failure to give such notice -------- shall not affect the validity of such setoff set-off and application. (b) Each Lender agrees of the Lenders agree among themselves that with respect to all amounts received by them which are applicable to the payment or satisfaction of all or part of the Loans or Reimbursement Obligations, interest thereon, any fees or any other amount payable hereunder or under the other Loan Documents, equitable adjustment will be made so that:, in effect, all such amounts will be shared among the Lenders in proportion to their respective Percentages, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or by the enforcement of their rights hereunder or under the other Loan Documents. (ic) to If any Lender shall, through the extent that it shall receive or shall have received or collected, in respect of any of the Obligations, any payment or distribution of any cash or other property of Borrower or any Guarantor at any time, including by payment or distribution from Borrower or any Guarantor, by exercise of any right of set-off or counterclaim, by liquidation of Collateralsetoff, as a distribution in a bankruptcy, insolvency, or similar proceeding banker's lien or otherwise, and any such receive payment or distribution results in reduction of a proportion of the aggregate amount of the Loans or interest thereon due to such Lender, or any other amount payable hereunder, as the case may be, which is greater than the proportion received by any other Lender or Lenders in respect to the aggregate amount of any Loan or Reimbursement Obligation and interest thereon due such Lender, or with respect to any other amount payable hereunder, that Lender receiving such proportionately greater payment shall notify the other Lenders and the Agent of such receipt and purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such excess payment) in the Loans and Reimbursement Obligations held by the other Lender or Lenders so that all such recoveries of principal and interest with respect to the Loans shall be proportionate to each Lender's receiving respective Percentage; provided that if all or having part of such proportionately greater payment received more than it would otherwise be entitled to receive under this Agreement such Lender shall promptly deliver the same to Agent in cash or the form received (except for the endorsement or the assignment of or by such purchasing Lender where necessary)is thereafter recovered from such Lender, and Agent shall promptly distribute the same to all Lenders in the same manner as if it were a payment to be distributed pursuant to this Agreement, and until so delivered, the same those purchases shall be held in trust by rescinded and the purchase prices paid for such participations shall be returned to the purchasing Lender as property of all Lenders; and (ii) to the extent that any payment or other transfer made under this Agreement on account of the principal portion of any Obligations shall be recovered (a "Returned Payment") from any Lender pursuant to any preference, fraudulent transfer, or similar provision under any bankruptcy, insolvency, or similar law or otherwise, each other Lender shall purchase from such Lender a participation in its Percentage of such Returned Payment; recovery, together with a pro rata portion (c) To the extent that any Lender is required by the provisions of Section 13.4(b) to purchase a participation from one or more other Lenders, such purchase shall be effected by (i) the payment to Agent by the Lender making such purchase of the amount required to be paid, and (ii) Agent's distribution of the amount or amounts required to be paid to the respective Lender or Lenders from whom such purchase is required to be made. Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in any Obligations, whether or not acquired pursuant to the foregoing arrangements, may exercise any rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower in based on the amount of such each participation) of the interest thereon (or other amounts), if any, recovered from the purchasing Lender. (d) The Borrower expressly consents to the arrangement described in this Section 10.7.

Set-off Sharing. (a) In addition to any rights and remedies of the Agent and any Lender Lenders provided by law, each Lender shall have a security interest in the right, without prior notice to any Person constituting the Borrower, any such notice being expressly waived by each Person constituting the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by any Person constituting the Borrower hereunder or under the Notes or the other Loan Documents (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits of Borrower (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Lender which security interest shall secure the Obligations. Upon the occurrence and during the continuance branch or agency of an Event of Default, provided that it has first received the written consent of Agent, without prior notice to Borrower (any such notice being specifically waived by Borrower to the fullest extent permitted by applicable law), each Lender may set off and apply against any Obligations, whether matured or unmatured, of Borrower to such Lender, any amount owing from the Lender to or for the credit or the account of any Person constituting the Borrower. No Lender shall exercise any right of set-off it may have against any Borrower or any Guarantor in connection with the Obligations without the prior written consent of Agent. Each Lender agrees promptly shall to notify the Borrower and Agent after any such setoff set-off and application made by any such Lender; provided, provided that the failure to give such notice -------- shall not affect the validity of such setoff set-off and application. (b) Each Lender agrees of the Lenders agree among themselves that with respect to all amounts received by them which are applicable to the payment or satisfaction of all or part of the Loans or Reimbursement Obligations, interest thereon, any fees or any other amount payable hereunder or under the other Loan Documents, equitable adjustment will be made so that:, in effect, all such amounts will be shared among the Lenders in proportion to their respective Percentages, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or by the enforcement of their rights hereunder or under the other Loan Documents. (ic) to If any Lender shall, through the extent that it shall receive or shall have received or collected, in respect of any of the Obligations, any payment or distribution of any cash or other property of Borrower or any Guarantor at any time, including by payment or distribution from Borrower or any Guarantor, by exercise of any right of set-off or counterclaim, by liquidation of Collateralsetoff, as a distribution in a bankruptcy, insolvency, or similar proceeding banker's lien or otherwise, and any such receive payment or distribution results in reduction of a proportion of the aggregate amount of the Loans or interest thereon due to such Lender, or any other amount payable hereunder, as the case may be, which is greater than the proportion received by any other Lender or Lenders in respect to the aggregate amount of any Loan or Reimbursement Obligation and interest thereon due such Lender, or with respect to any other amount payable hereunder, that Lender receiving such proportionately greater payment shall notify the other Lenders and the Agent of such receipt and purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such excess payment) in the Loans and Reimbursement Obligations held by the other Lender or Lenders so that all such recoveries of principal and interest with respect to the Loans shall be proportionate to each Lender's receiving respective Percentage; provided that if all or having part of such proportionately greater payment received more than it would otherwise be entitled to receive under this Agreement such Lender shall promptly deliver the same to Agent in cash or the form received (except for the endorsement or the assignment of or by such purchasing Lender where necessary)is thereafter recovered from such Lender, and Agent shall promptly distribute the same to all Lenders in the same manner as if it were a payment to be distributed pursuant to this Agreement, and until so delivered, the same those purchases shall be held in trust by rescinded and the purchase prices paid for such participations shall be returned to the purchasing Lender as property of all Lenders; and (ii) to the extent that any payment or other transfer made under this Agreement on account of the principal portion of any Obligations shall be recovered (a "Returned Payment") from any Lender pursuant to any preference, fraudulent transfer, or similar provision under any bankruptcy, insolvency, or similar law or otherwise, each other Lender shall purchase from such Lender a participation in its Percentage of such Returned Payment;recovery, but without interest. (cd) To the extent that any Lender is required by the provisions of Section 13.4(b) to purchase a participation from one or more other Lenders, such purchase shall be effected by (i) the payment to Agent by the Lender making such purchase of the amount required to be paid, and (ii) Agent's distribution of the amount or amounts required to be paid The Borrower expressly consents to the respective Lender or Lenders from whom such purchase is required to be made. Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation arrangement described in any Obligations, whether or not acquired pursuant to the foregoing arrangements, may exercise any rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower in the amount of such participationthis Section 10.7.

Set-off Sharing. (a) In addition to any rights and remedies of the Agent and any Lender Lenders provided by law, each Lender shall have a security interest in the right, without prior notice to any Person constituting the Borrower, any such notice being expressly waived by each Person constituting the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by any Person constituting the Borrower hereunder or under the Notes or the other Loan Documents (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits of Borrower (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Lender which security interest shall secure the Obligations. Upon the occurrence and during the continuance branch or agency of an Event of Default, provided that it has first received the written consent of Agent, without prior notice to Borrower (any such notice being specifically waived by Borrower to the fullest extent permitted by applicable law), each Lender may set off and apply against any Obligations, whether matured or unmatured, of Borrower to such Lender, any amount owing from the Lender to or for the credit or the account of any Person constituting the Borrower. No Lender shall exercise any right of set-off it may have against any Borrower or any Guarantor in connection with the Obligations without the prior written consent of Agent. Each Lender agrees promptly shall to notify the Borrower and Agent after any such setoff set-off and application made by any such Lender; provided, provided that the failure to give such notice -------- shall not affect the validity of such setoff set-off and application. (b) Each Lender agrees Subject to the terms of the Collateral Agency and Intercreditor Agreement, each of the Lenders agree among themselves that with respect to all amounts received by them which are applicable to the payment or satisfaction of all or part of the Loans or Reimbursement Obligations, interest thereon, any fees or any other amount payable hereunder or under the other Loan Documents, equitable adjustment will be made so that:, in effect, all such amounts will be shared among the Lenders in proportion to their respective Percentages, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or by the enforcement of their rights hereunder or under the other Loan Documents. (ic) Subject to the extent that it shall receive or shall have received or collected, in respect of any terms of the ObligationsCollateral Agency and Intercreditor Agreement, if any payment or distribution of any cash or other property of Borrower or any Guarantor at any timeLender shall, including by payment or distribution from Borrower or any Guarantor, by through the exercise of any right of set-off or counterclaim, by liquidation of Collateralsetoff, as a distribution in a bankruptcy, insolvency, or similar proceeding banker's lien or otherwise, and any such receive payment or distribution results in reduction of a proportion of the aggregate amount of the Loans or interest thereon due to such Lender, or any other amount payable hereunder, as the case may be, which is greater than the proportion received by any other Lender or Lenders in respect to the aggregate amount of any Loan or Reimbursement Obligation and interest thereon due such Lender, or with respect to any other amount payable hereunder, that Lender receiving such proportionately greater payment shall notify the other Lenders and the Agent of such receipt and purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such excess payment) in the Loans and Reimbursement Obligations held by the other Lender or Lenders so that all such recoveries of principal and interest with respect to the Loans shall be proportionate to each Lender's receiving respective Percentage; provided that if all or having part of such proportionately greater payment received more than it would otherwise be entitled to receive under this Agreement such Lender shall promptly deliver the same to Agent in cash or the form received (except for the endorsement or the assignment of or by such purchasing Lender where necessary)is thereafter recovered from such Lender, and Agent shall promptly distribute the same to all Lenders in the same manner as if it were a payment to be distributed pursuant to this Agreement, and until so delivered, the same those purchases shall be held in trust by rescinded and the purchase prices paid for such participations shall be returned to the purchasing Lender as property of all Lenders; and (ii) to the extent that any payment or other transfer made under this Agreement on account of the principal portion of any Obligations shall be recovered (a "Returned Payment") from any Lender pursuant to any preference, fraudulent transfer, or similar provision under any bankruptcy, insolvency, or similar law or otherwise, each other Lender shall purchase from such Lender a participation in its Percentage of such Returned Payment; recovery, together with a pro rata portion (c) To the extent that any Lender is required by the provisions of Section 13.4(b) to purchase a participation from one or more other Lenders, such purchase shall be effected by (i) the payment to Agent by the Lender making such purchase of the amount required to be paid, and (ii) Agent's distribution of the amount or amounts required to be paid to the respective Lender or Lenders from whom such purchase is required to be made. Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in any Obligations, whether or not acquired pursuant to the foregoing arrangements, may exercise any rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower in based on the amount of such each participation) of the interest thereon (or other amounts), if any, recovered from the purchasing Lender. (d) The Borrower expressly consents to the arrangement described in this Section 10.7.