Common use of Sharing of Payments and Set-Off Among Banks Clause in Contracts

Sharing of Payments and Set-Off Among Banks. The Borrowers hereby agree that, in addition to (and without limitation of) any right of setoff, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its Loans hereunder or any Fee payable to it, that is not paid when due (regardless of whether such balances are then due to the Borrowers), in which case it shall promptly notify the Borrowers and the Agent thereof, provided that its failure to give such notice shall not affect the validity thereof. If a Bank shall effect payment of any principal of or interest or Fee on Loans held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations in the Loans held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks shall share the benefit of such payment pro rata in accordance with the unpaid amount of principal and interest or Fee on the Loans held by each of them. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrowers agree that any Bank so purchasing a participation in the Loans held by the other Banks may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Bank were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrowers.

Sharing of Payments and Set-Off Among Banks. The Borrowers hereby agree that, in addition to (and without limitation of) any right of setoff, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its Loans hereunder or any Fee payable to it, that is not paid when due (regardless of whether such balances are then due to the Borrowers), in which case it shall promptly notify the Borrowers and the Agent thereof, provided that its failure to give such notice shall not affect the validity thereof. If a Bank shall effect payment of any principal of or interest or Fee on Loans held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations in the Loans held by the other Banks in such amountsDollar Amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks shall share the benefit of such payment pro rata in accordance with the unpaid amount Dollar Amount of principal and interest or Fee on the Loans held by each of them. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrowers agree that any Bank so purchasing a participation in the Loans held by the other Banks may may, to the fullest extent permitted by law, exercise all rights of payment (including the rights of set-off, banker's lien, counterclaim or similar rights rights) with respect to such participation as fully as if such Bank were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrowers.

Sharing of Payments and Set-Off Among Banks. The Borrowers hereby agree that, Borrower agrees that in addition to (and without limitation of) limiting any right of setoffset-off, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices (including under any lock-box arrangements) against any principal of or interest on any of its Loans hereunder or Pre-Funding Loans or any Fee payable to it, it that is not paid when due (regardless of whether such balances are then due to the BorrowersBorrower), in which case it shall promptly notify the Borrowers Borrower and the Agent thereof, provided that of such offset although its failure to give such notice shall not affect the validity thereofof such offset. If a Bank shall effect payment of any principal of or interest or Fee on its Loans held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations in the their Loans held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks shall share the benefit of such payment pro rata in accordance with the unpaid amount of principal and interest or Fee on their Loans and each Bank shall have a Lien on its ratable portion of the Loans held by each of themamounts received from the Borrower. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrowers agree Borrower agrees that any Bank so purchasing a participation in the Loans held by the other Banks may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Bank were a direct holder of Loans in the amount of such participation. Nothing contained herein in this Section 2.27 shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, exercising any such right with respect to any other indebtedness or obligation of the BorrowersBorrower.

Sharing of Payments and Set-Off Among Banks. The Borrowers Borrower hereby agree agrees that, in addition to (and without limitation of) any right of setoffset-off, banker's lien or counterclaim a Bank may otherwise have, the Agent and each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its the Loans hereunder and/or Obligations hereunder, or any Fee payable to it, that is not paid when due (regardless of whether such balances are then due to the BorrowersBorrower), in which case it shall promptly notify the Borrowers Borrower and (in the case of offset by a Bank) the Agent thereof, provided that its failure to give such notice shall not affect the validity thereof. Except after the occurrence and during the continuance of any Event of Default, the Agent and the Banks shall be permitted to exercise such rights of offset only against principal, interest and Fees not paid when due. If a Bank shall effect payment of any principal of or interest or Fee on Loans and/or such other Obligations held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations in the Loans and/or such other Obligations held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks shall share the benefit of such payment pro rata in accordance with the unpaid amount of principal and interest or Fee on the Loans and/or such other Obligations held by each of them. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrowers agree Borrower agrees that any Bank so purchasing a participation in the Loans and/or such other Obligations held by the other Banks may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Bank were a direct holder of Loans and/or such other Obligations in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, exercising any such right with respect to any other indebtedness or obligation of the BorrowersBorrower.

Sharing of Payments and Set-Off Among Banks. The Borrowers Borrower hereby agree agrees that, in addition to (and without limitation of) any right of setoffset-off, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its Loans hereunder hereunder, or any Fee payable to it, that is not paid when due (regardless of whether such balances are then due to the BorrowersBorrower), in which case it shall promptly notify the Borrowers Borrower and the Agent other Bank thereof, provided that its failure to give such notice shall not affect the validity thereof. If a Bank shall effect payment of any principal of or interest or Fee on Loans held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks Bank participations in the Loans held by the other Banks Bank in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks each Bank shall share the benefit of such payment pro rata in accordance with the unpaid amount of principal and interest or Fee on the Loans held by each of them. To such end all the Banks shall make appropriate adjustments among between themselves (by the resale of participations sold or otherwiseother- wise) if such payment is rescinded or must otherwise be restored. The Borrowers agree Borrower agrees that any such Bank so purchasing a participation in the Loans held by the other Banks may Bank may, to the fullest extent permitted by law, exercise all rights of payment (including the rights of set-off, banker's lien, counterclaim or similar rights rights) with respect to such participation as fully as if such Bank were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any either Bank to exercise any such right or shall affect the right of any either Bank to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowersBorrower.

Sharing of Payments and Set-Off Among Banks. The Borrowers Borrower hereby agree agrees that, in addition to (and without limitation of) any right of setoffset-off, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its Loans hereunder hereunder, or any Fee payable to it, that is not paid when due (regardless of whether such balances are then due to the BorrowersBorrower), in which case it shall promptly notify the Borrowers Borrower and the Agent thereof, provided that PROVIDED THAT its failure to give such notice shall not affect the validity thereof. If a Bank shall effect payment of any principal of or interest or Fee on Loans held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations in the Loans held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks shall share the benefit of such payment pro rata PRO RATA in accordance with the unpaid amount of principal and interest or Fee on the Loans held by each of them. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrowers agree Borrower agrees that any Bank so purchasing a participation in the Loans held by the other Banks may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Bank were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowersBorrower.

Sharing of Payments and Set-Off Among Banks. The Each of the Borrowers hereby agree agrees that, in addition to (and without limitation of) to any right of setoffset-off, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices (including, without limitation, under any lock- box arrangements) against any principal of or interest on any of its Loans hereunder hereunder, or any Fee payable to it, that which is not paid when due (regardless of whether such balances are then due to the Borrowers), in which case it shall promptly notify the Borrowers and the Agent thereof, provided that its failure to give such notice shall not affect the validity thereof. If a Bank shall effect payment of any principal of or interest or Fee on Loans held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations participation in the Loans held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks shall share the benefit of such payment pro rata in accordance with the unpaid amount of principal and interest or Fee on the Loans held by each of them, each of which Banks shall have a Lien on its ratable portion of the amounts described hereinabove received from the Borrowers. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations participation sold or otherwise) if such payment is rescinded or must otherwise be restored. The Each of the Borrowers agree agrees that any Bank so purchasing a participation in the Loans held by the other Banks may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Bank were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any of the Borrowers.

Sharing of Payments and Set-Off Among Banks. The Borrowers hereby agree that, in addition to (and without limitation of) any right of setoff, banker's ’s lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its Loans hereunder or any Fee payable to it, that is not paid when due (regardless of whether such balances are then due to the Borrowers), in which case it shall promptly notify the Borrowers and the Agent thereof, provided that its failure to give such notice shall not affect the validity thereof. If a Bank shall effect payment of any principal of or interest or Fee on Loans held by it under this Agreement through the exercise of any right of set-off, banker's ’s lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations in the Loans held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks shall share the benefit of such payment pro rata in accordance with the unpaid amount of principal and interest or Fee on the Loans held by each of them. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrowers agree that any Bank so purchasing a participation in the Loans held by the other Banks may exercise all rights of set-off, banker's ’s lien, counterclaim or similar rights with respect to such participation as fully as if such Bank were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrowers.

Sharing of Payments and Set-Off Among Banks. The Borrowers Each Borrower hereby agree agrees that, in addition to (and without limitation of) any right of setoffset-off, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its Loans hereunder Revolving Exposure hereunder, or any Fee or other amount payable to it, that is not paid when due (regardless of whether such balances are then due to the Borrowerssuch Borrower), in which case it shall promptly notify the Borrowers a Borrower and the Agent other Banks thereof, provided that its failure to give such notice shall not affect the validity thereof. If a any Bank shall effect shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of of, or interest on, any of its Loans or Fee on participations in LC Disbursements resulting in such Bank receiving payment of a greater proportion of the aggregate amount of its Loans held and participations in LC Disbursements and accrued interest thereon than the proportion received by it under this Agreement through any other applicable Bank, then the exercise of any right of set-off, banker's lien, counterclaim or similar right, it applicable Bank receiving such greater proportion shall promptly purchase from the other Banks (for cash at face value) participations in the Loans held by the and participations in LC Disbursements of other applicable Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end extent necessary so that all the Banks shall share the benefit of all such payment pro rata payments shall be shared by the applicable Banks ratably in accordance with the unpaid aggregate amount of principal of, and accrued interest on, their respective Loans and participations in LC Disbursements, provided that (i) if any such participations are purchased and all or Fee on any portion of the Loans held by each payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of them. To such end all recovery, without interest, and (ii) the Banks provisions of this paragraph shall make appropriate adjustments among themselves (not be construed to apply to any payment made by the resale Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations sold in LC Disbursements to any assignee or otherwise) if such payment is rescinded participant, other than to a Borrower or must otherwise be restoredany Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrowers agree Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Bank so purchasing acquiring a participation in pursuant to the Loans held by the other Banks foregoing arrangements may exercise all against such Loan Party rights of set-off, banker's lien, setoff and counterclaim or similar rights with respect to such participation as fully as if such Bank were a direct holder creditor of Loans such Loan Party in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrowerseither Borrower.

Sharing of Payments and Set-Off Among Banks. The Borrowers Borrower hereby agree agrees that, in addition to (and without limitation of) any right of setoff, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its Loans hereunder or any Fee payable to it, that is not paid when due (regardless of whether such balances are then due to the BorrowersBorrower), in which case it shall promptly notify the Borrowers Borrower and the Agent thereof, provided that its failure to give such notice shall not affect the validity thereof. If a Bank shall effect payment of any principal of or interest or Fee on Loans held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations in the Loans held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks shall share the benefit of such payment pro rata in accordance with the unpaid amount of principal and interest or Fee on the Loans held by each of them. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrowers agree Borrower agrees that any Bank so purchasing a participation in the Loans held by the other Banks may may, to the fullest extent permitted by law, exercise all rights of payment (including the rights of set-off, banker's lien, counterclaim or similar rights rights) with respect to such participation as fully as if such Bank were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowersBorrower.

Sharing of Payments and Set-Off Among Banks. The Borrowers hereby agree that, in addition to (and without limitation of) any right of setoff, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its Loans hereunder or any Fee payable to it, that is not paid when due (regardless of whether such balances are then due to the Borrowers), in which case it shall promptly notify the Borrowers and the Agent thereof, provided that PROVIDED THAT its failure to give such notice shall not affect the validity thereof. If a Bank shall effect payment of any principal of or interest or Fee on Loans held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations in the Loans held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks shall share the benefit of such payment pro rata PRO RATA in accordance with the unpaid amount of principal and interest or Fee on the Loans held by each of them. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrowers agree that any Bank so purchasing a participation in the Loans held by the other Banks may may, to the fullest extent permitted by law, exercise all rights of payment (including the rights of set-off, banker's lien, counterclaim or similar rights rights) with respect to such participation as fully as if such Bank were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrowers.

Sharing of Payments and Set-Off Among Banks. The Borrowers Borrower hereby agree agrees that, in addition to (and without limitation of) any right of setoffset-off, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its Loans hereunder hereunder, or any Fee or other amount payable to it, that is not paid when due (regardless of whether such balances are then due to the BorrowersBorrower), in which case it shall promptly notify the Borrowers Borrower and the Agent other Banks thereof, provided that its failure to give such notice shall not affect the validity thereof. If a Bank shall effect payment of any principal of or interest or Fee on Loans held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations in the Loans held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks each Bank shall share the benefit of such payment pro rata in accordance with the unpaid amount of principal and interest or Fee on the Loans held by each of them. To such end all the Banks shall make appropriate adjustments among between themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrowers agree Borrower agrees that any such Bank so purchasing a participation in the Loans held by the other Banks may may, to the fullest extent permitted by law, exercise all rights of payment (including the rights of set-off, banker's lien, counterclaim or similar rights rights) with respect to such participation as fully as if such Bank were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowersBorrower.

Sharing of Payments and Set-Off Among Banks. The Each of the Borrowers hereby agree agrees that, in addition to (and without limitation of) any right of setoffset-off, banker's lien or counterclaim a Bank may otherwise have, the Agent and each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its the Loans hereunder and/or Obligations hereunder, or any Fee payable to it, that is not paid when due (regardless of whether such balances are then due to the Borrowerssuch Borrower), in which case it shall promptly notify such Borrower and (in the Borrowers and case of offset by a Bank) the Agent thereof, provided that its failure to give such notice shall not affect the validity thereof. Except after the occurrence and during the continuance of any Event of Default, the Agent and the Banks shall be permitted to exercise such rights of offset only against principal, interest and Fees not paid when due. If a Bank shall effect payment of any principal of or interest or Fee on Loans and/or other Obligations held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations in the Loans held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks shall share the benefit of such payment pro rata in accordance with the unpaid amount of principal and interest or Fee on the Loans and/or other Obligations held by each of them. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrowers agree Each Borrower agrees that any Bank so purchasing a participation in the Loans and/or other Obligations held by the other Banks may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Bank were a direct holder of Loans and/or other Obligations in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, exercising any such right with respect to any other indebtedness or obligation of the Borrowersany Borrower.

Sharing of Payments and Set-Off Among Banks. The Borrowers hereby agree that, in addition to (and without limitation of) any right of setoff, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it at any of its offices against any principal of or interest on any of its Loans hereunder or any Fee payable to it, that is not paid when due (regardless of whether such balances are then due to the Borrowers), in which case it shall promptly notify the Borrowers and the Agent thereof, provided that its failure to give such notice shall not affect the validity thereof. If a Bank shall effect payment of any principal of or interest or Fee on Loans held by it under this Agreement through the exercise of any right of set-off, banker's lien, counterclaim or similar right, it shall promptly purchase from the other Banks participations in the Loans held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Banks shall share the benefit of such payment pro rata in accordance with the unpaid amount of principal and interest or Fee on the Loans held by each of them. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrowers agree that any Bank so purchasing a participation in the Loans held by the other Banks may may, to the fullest extent permitted by law, exercise all rights of payment (including the rights of set-off, banker's lien, counterclaim or similar rights rights) with respect to such participation as fully as if such Bank were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrowers.