Common use of Sharing of Set-Off Clause in Contracts

Sharing of Set-Off. Each Bank agrees that if it shall, by exercising any right of set-off, recoupment, counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rata; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement payment, but without interest; further provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwise.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right of set-off, recoupment, counterclaim off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”), receive payment of a proportion on any of the aggregate Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in . For purposes of this Section 12.7, amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall impair the right be treated as amounts owed to or recovered by such L/C Issuer as a Lender hereunder. The provisions of any Bank to exercise any right of set-off or counterclaim it may have and this Section 12.7 shall not be construed to apply the amount subject to such exercise to the (a) any payment of indebtedness of made by the Borrower other than its indebtedness under pursuant to and in accordance with the express terms of this Agreement. The Borrower agrees, to Agreement (including the fullest extent it may effectively do so under applicable law, that application of funds arising from the existence of a Defaulting Lender) or (b) any holder payment obtained by a Lender as consideration for the assignment of or sale of a participation in a Loan, whether any of its Loans or not acquired pursuant participations in Reimbursement Obligations to the foregoing arrangements, may exercise rights of set-off any assignee or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application participant in accordance with the provisions terms of this Agreement. Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwise12.8.

Sharing of Set-Off. Each Bank agrees that if it shall, by exercising any right of set-off, recoupment, counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rata; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement payment, but without interest; further provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwise.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right of set-off, recoupment, counterclaim off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise ( “Set-off” ), receive payment of a proportion on any of the aggregate Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in . For purposes of this Section 12.7, amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall impair the right be treated as amounts owed to or recovered by such L/C Issuer as a Lender hereunder. The provisions of any Bank to exercise any right of set-off or counterclaim it may have and this Section 12.7 shall not be construed to apply the amount subject to such exercise to the (a) any payment of indebtedness of made by the Borrower other than its indebtedness under pursuant to and in accordance with the express terms of this Agreement. The Borrower agrees, to Agreement (including the fullest extent it may effectively do so under applicable law, that application of funds arising from the existence of a Defaulting Lender) or (b) any holder payment obtained by a Lender as consideration for the assignment of or sale of a participation in a Loan, whether any of its Loans or not acquired pursuant participations in Reimbursement Obligations to the foregoing arrangements, may exercise rights of set-off any assignee or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application participant in accordance with the provisions terms of this Agreement. Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwise12.8.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender a party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right of set-off, recoupment, counterclaim off or application of deposit balances or otherwise, receive payment of a proportion on any of the aggregate Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any the Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that (i) if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in interest and (ii) the provisions of this Section paragraph shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and not be construed to apply the amount subject to such exercise to the any payment of indebtedness of made by the Borrower other than its indebtedness under pursuant to and in accordance with the express terms of this Agreement. The Borrower agrees, to Agreement or any payment obtained by a Lender as consideration for the fullest extent it may effectively do so under applicable law, that any holder assignment of or sale of a participation in a Loanany of its Loans or participations in Letters of Credit to any assignee or participant, whether or not acquired pursuant other than to the foregoing arrangements, may exercise rights of set-off Borrower or counterclaim and other rights with respect any Subsidiary or Affiliate thereof (as to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with which the provisions of this paragraph shall apply). For purposes of this Section 2.18 and12.7, pending such payment, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be segregated treated as amounts owed to or recovered by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent L/C Issuer as a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseLender hereunder.

Sharing of Set-Off. Each Bank agrees that if it shall, by exercising any right of set-off, recoupment, counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held 50 by the Banks shall be shared by the Banks pro rata; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement payment, but without interest; further provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable lawLaw, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwise.

Sharing of Set-Off. Each Bank agrees that if it If any Lender shall, by exercising any right of set-off, recoupment, setoff or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of principal its Loans and accrued interest then due with respect to any Loans held by it which is thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion received shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by any other Bank the Lenders ratably in respect of accordance with the aggregate amount of principal of and accrued interest then due with respect to on their respective Loans and other amounts owing them, provided that: (i) if any Loans held by such other Bank, the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans held by the other Banks, are purchased and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rata; provided, however, that if all or any portion of such excess the payment giving rise thereto is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claimrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery or settlement paymentrecovery, but without interest; further provided that nothing in and (ii) the provisions of this Section paragraph shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and not be construed to apply to (x) any payment made by any Loan Party pursuant to and in accordance with the amount subject express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to such exercise any assignee or participant, other than to any Loan Party or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower foregoing and agrees, to the fullest extent it may effectively do so under applicable lawRequirements of Law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against such Loan Party rights of set-off or setoff and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. Notwithstanding the foregoingIf under applicable bankruptcy, insolvency or any similar law any Credit Party receives a secured claim in the event that any Defaulting Bank lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Credit Party shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application extent practicable, exercise its rights in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwise.104 1120544.02G-CHISR02A - MSW

Sharing of Set-Off. Each Bank agrees that if it shall, by exercising any right of set-off, recoupment, counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rata; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement payment, but without interest; further provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwise.. Section 9.05

Sharing of Set-Off. Each Bank Lender agrees with each other Lender party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right of set-off or application of deposit balances or otherwise (“Set-off”), recoupment, counterclaim or otherwise, receive payment of a proportion on any of the aggregate Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but -75- without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in . For purposes of this Section 12.7, amounts owed to or recovered by, the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall impair be treated as amounts owed to or recovered by the right L/C Issuer as a Lender hereunder. The provisions of any Bank to exercise any right of set-off or counterclaim it may have and this Section 12.7 shall not be construed to apply the amount subject to such exercise to the (a) any payment of indebtedness of made by the Borrower other than its indebtedness under pursuant to and in accordance with the express terms of this Agreement. The Borrower agrees, to Agreement (including the fullest extent it may effectively do so under applicable law, that application of funds arising from the existence of a Defaulting Lender) or (b) any holder payment obtained by a Lender as consideration for the assignment of or sale of a participation in a Loan, whether any of its Loans or not acquired pursuant participations in Reimbursement Obligations to the foregoing arrangements, may exercise rights of set-off any assignee or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application participant in accordance with the provisions terms of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseAgreement.

Sharing of Set-Off. Each Bank U.S. Lender agrees with each other U.S. Lender a party hereto that if it shallsuch U.S. Lender shall receive and retain any payment, whether by exercising any right of set-off, recoupment, counterclaim off or application of deposit balances or otherwise, receive payment of a proportion on any of the aggregate Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the U.S. Lenders, then such U.S. Lender shall purchase for cash at face value, but without recourse, ratably from each of the other U.S. Lenders such amount of principal and interest then due with respect to any the Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving U.S. Lenders (or interest therein) as shall be necessary to cause such proportionately greater U.S. Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataU.S. Lenders; provided, however, that if all any such purchase is made by any U.S. Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing U.S. Lender, the related purchases from the other U.S. Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing . For purposes of this Section, amounts owed to or recovered by the U.S. L/C Issuer in this Section shall impair the right of any Bank connection with Reimbursement Obligations in which U.S. Lenders have been required to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a fund their participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately treated as amounts owed to or recovered by the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent U.S. L/C Issuer as a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseU.S. Lender hereunder.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender a party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right of set-off, recoupment, counterclaim off or application of deposit balances or otherwise, receive payment on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase (in the case of a proportion purchase from an affiliate of such Lender, to the extent permitted by applicable law) for cash at face value, but without recourse, ratably from each of the aggregate other Lenders such amount of principal and interest then due with respect to any the Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing . For purposes of this Section, amounts owed to or recovered by the L/C Issuer in this Section shall impair the right of any Bank connection with Reimbursement Obligations in which Lenders have been required to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a fund their participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately treated as amounts owed to or recovered by the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent L/C Issuer as a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseLender hereunder.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right of set-off, recoupment, counterclaim off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”), receive payment of a proportion on any of the aggregate Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in . For purposes of this Section 12.7, amounts owed to or recovered by, an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall impair the right be treated as amounts owed to or recovered by such L/C Issuer as a Lender hereunder. The provisions of any Bank to exercise any right of set-off or counterclaim it may have and this Section 12.7 shall not be construed to apply the amount subject to such exercise to the (a) any payment of indebtedness of made by the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions express terms of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right (including the application of setoff, recoupment, counterclaim or otherwise.funds arising from the existence of a

Sharing of Set-Off. Each Bank Lender agrees with each other Lender a party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right of set-off, recoupment, counterclaim off or application of deposit balances or otherwise, receive payment of a proportion on any of the aggregate Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any the Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that (i) if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in , and (ii) the provisions of this Section 13.7 shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and not be construed to apply the amount subject to such exercise to the any payment of indebtedness of made by the Borrower other than its indebtedness under pursuant to and in accordance with the express terms of this Agreement. The Borrower agrees, to Agreement or any payment obtained by a Lender as consideration for the fullest extent it may effectively do so under applicable law, that any holder assignment of or sale of a participation in a Loanany of its Revolving Loans, whether Term Loans or not acquired pursuant Swing Loans to the foregoing arrangementsany assignee or participant, may exercise rights of set-off or counterclaim and other rights with respect than to such participation any Affiliates thereof (as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with which the provisions of this Section 2.18 and13.7 shall apply). For purposes of this Section, pending such payment, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be segregated treated as amounts owed to or recovered by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent L/C Issuer as a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseLender hereunder.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right of set-off, recoupment, counterclaim off (pursuant to Section 12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”), receive payment of a proportion on any of the aggregate Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in . For purposes of this Section 12.7, amounts owed to or recovered by, the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall impair be treated as amounts owed to or recovered by the right L/C Issuer as a Lender hereunder. The provisions of any Bank to exercise any right of set-off or counterclaim it may have and this Section 12.7 shall not be construed to apply the amount subject to such exercise to the (a) any payment of indebtedness of made by the Borrower other than its indebtedness under pursuant to and in accordance with the express terms of this Agreement. The Borrower agrees, to Agreement (including the fullest extent it may effectively do so under applicable law, that application of funds arising from the existence of a Defaulting Lender) or (b) any holder payment obtained by a Lender as consideration for the assignment of or sale of a participation in a Loan, whether any of its Loans or not acquired pursuant participations in Reimbursement Obligations to the foregoing arrangements, may exercise rights of set-off any assignee or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application participant in accordance with the provisions terms of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseAgreement.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender a party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising set‑off or application of deposit balances or otherwise (except pursuant to a valid assignment or participation pursuant to Section 10.10 or as provided 100 in or contemplated by Sections 2.14, 2.15 or 10.11(d)), on any right of set-off, recoupment, counterclaim or otherwise, receive payment of a proportion of the aggregate Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any the Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, however that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing . For purposes of this Section, amounts owed to or recovered by the L/C Issuer in this Section shall impair the right of any Bank connection with Reimbursement Obligations in which Lenders have been required to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a fund their participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately treated as amounts owed to or recovered by the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent L/C Issuer as a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseLender hereunder.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right of set-off or application of deposit balances or otherwise (“Set-off”), recoupment, counterclaim or otherwise, receive payment of a proportion on any of the aggregate Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in . For purposes of this Section 12.7, amounts owed to or recovered by, the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall impair be treated as amounts owed to or recovered by the right L/C Issuer as a Lender hereunder. The provisions of any Bank to exercise any right of set-off or counterclaim it may have and this Section 12.7 shall not be construed to apply the amount subject to such exercise to the (a) any payment of indebtedness of made by the Borrower other than its indebtedness under pursuant to and in accordance with the express terms of this Agreement. The Borrower agrees, to Agreement (including the fullest extent it may effectively do so under applicable law, that application of funds arising from the existence of a Defaulting Lender) or (b) any holder payment obtained by a Lender as consideration for the assignment of or sale of a participation in a Loan, whether any of its Loans or not acquired pursuant participations in Reimbursement Obligations to the foregoing arrangements, may exercise rights of set-off any assignee or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application participant in accordance with the provisions terms of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseAgreement.

Sharing of Set-Off. Each Bank agrees that if it shall, by exercising any right of set-off, recoupment, counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rata; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement payment, but without interest; further provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable lawLaw, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwise.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender party hereto that if it shallsuch Lender shall receive and retain any payment pursuant to Section 13.22 hereof in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, by exercising any right of set-offthen such Lender shall purchase for cash at face value, recoupmentbut without recourse, counterclaim or otherwise, receive payment of a proportion ratably from each of the aggregate other Lenders such amount of principal and interest then due with respect to any the Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in . For purposes of this Section 13.13, amounts owed to or recovered by the LC Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall impair be treated as amounts owed to or recovered by the right LC Issuer as a Lender hereunder. The provisions of any Bank to exercise any right of set-off or counterclaim it may have and this Section 13.13 shall not be construed to apply to (x) any payment made by or on behalf of the amount subject Borrower pursuant to such exercise to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender and as a result of the operation of Section 2.13 hereof or, so long as no Default or Event of Default has occurred and is continuing, the payment of indebtedness Loans on the applicable Maturity Date with respect to such Lender), (y) the application of the Borrower other than its indebtedness under cash collateral provided for in this Agreement. The Borrower agrees, to or (z) any payment obtained by a Lender as consideration for the fullest extent it may effectively do so under applicable law, that any holder assignment of or sale of a participation in a Loanany of its Loans or subparticipations in LC Obligations to any assignee or participant, whether or not acquired pursuant other than an assignment to the foregoing arrangements, may exercise rights of set-off Borrower or counterclaim and other rights with respect any Subsidiary thereof (as to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with which the provisions of this Section 2.18 and, pending such payment, 13.13 shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseapply).

Sharing of Set-Off. Each Bank agrees that if it shall, by exercising any right of set-off, recoupment, counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rata; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement payment, but without interest; further provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable lawlawLaw, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwise.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender party hereto that if it shall, such Lender shall receive and retain any payment (whether by exercising any right set off or application of set-off, recoupment, counterclaim deposit balances or otherwise, receive but excluding (x) any payment obtained as consideration for the assignment of, or sale of a proportion participation in, any of its Loans to any assignee or participant, (including any Affiliated Lender, Holdings or any of its Subsidiaries) or (y) any payment as otherwise expressly provided herein, including in Sections 1.16, 1.18, 1.19, 1.20, 13.10, 13.11 and 13.12) on any of the aggregate Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any the Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in . For purposes of this Section shall impair 13.7, amounts owed to or recovered by the right of any Bank L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off fund their Participating Interests shall be paid over immediately treated as amounts owed to or recovered by the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent L/C Issuer as a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseLender hereunder.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender a party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right of set-off, recoupment, counterclaim off or application of deposit balances or otherwise, receive payment of a proportion on any of the aggregate Loans, Reimbursement Obligations or Canadian Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any Loans the Loans, Reimbursement Obligations or Canadian Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in . For purposes of this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwiseSection, (xi) all amounts so set off owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be paid over immediately treated as amounts owed to or recovered by the Agent for further application L/C Issuer as a Lender hereunder and (ii) amounts owed to or recovered by the Canadian L/C Issuer in accordance connection with the provisions of Section 2.18 and, pending such payment, Canadian Reimbursement Obligations in which Canadian Lenders have been required to fund their participation shall be segregated treated as amounts owed to or recovered by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent Canadian L/C Issuer as a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseCanadian Lender hereunder.

Sharing of Set-Off. Each Bank Lender agrees with each other Lender a party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right set‑off or application of set-off, recoupment, counterclaim deposit balances or otherwise, receive payment of a proportion on any of the aggregate Loans in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any Loans the Loans, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that (i) if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in interest and (ii) the provisions of this Section 13.7 shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and not be construed to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately any payment made by the Borrower pursuant to the Agent for further application and in accordance with the provisions express terms of this Agreement (including the application of funds from the existence of a Defaulting Lender or pursuant to Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and 1.15) or (y) any payment obtained by a Lender as consideration for the Defaulting Bank shall provide promptly assignment of a sale or participation in any of its Loans to any assignee or participant, other than to the Agent Borrower or a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank Subsidiary thereof (as to which it exercised such right the provisions of setoff, recoupment, counterclaim or otherwisethis Section 13.7 shall apply).

Sharing of Set-Off. Each Bank Lender agrees with each other Lender a party hereto that if it shallsuch Lender shall receive and retain any payment, whether by exercising any right of set-off or application of deposit balances or otherwise (“Set-off”), recoupment, counterclaim or otherwise, receive payment of a proportion on any of the aggregate Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of principal and interest then due with respect to any the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by each such other Bank, the Bank receiving Lenders (or interest therein) as shall be necessary to cause such proportionately greater Lender to share such excess payment (the “Benefited Bank”) shall purchase such participations in the Loans held by ratably with all the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rataLenders; provided, however, that if all any such purchase is made by any Lender, and if such excess payment or any part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement paymentso recovered, but without interest; further provided that nothing in . For purposes of this Section shall impair 12.7, amounts owed to or recovered by, the right of any Bank L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a fund their participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately treated as amounts owed to or recovered by the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent L/C Issuer as a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwiseLender hereunder.

Sharing of Set-Off. Each Bank agrees that if it shall, by exercising any right of set-off, recoupment, counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to any Loans held by such other Bank, the Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rata; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Benefited Bank or is repaid in whole or in part by such Benefited Bank in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery or settlement payment, but without interest; further provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.18 2.19 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwise.

Sharing of Set-Off. Each The Agent and each Bank severally agrees that if it shall(or any Proceeding Party claiming through it), by exercising through the exercise of any right of set-offsetoff, recoupment, banker's lien or counterclaim against the Borrower or otherwise, receive receives payment of a proportion on account of the aggregate amount of principal and interest then due with respect to any Loans Outstandings held by it which that is greater ratably more than the proportion received by any other Bank receives in respect payment on account of the aggregate amount of principal and interest then due with respect to any Loans Outstandings held by such other Bank, then, subject to applicable Laws: (a) the Bank, which acting on its behalf or through any Proceeding Party, exercises the right of setoff, banker's lien or counterclaim or otherwise receives such payment shall purchase, and shall be deemed to have simultaneously purchased, from the other Bank receiving such proportionately greater payment (the “Benefited Bank”) shall purchase such participations a participation in the Loans Outstandings held by the other BanksBank and shall pay to the other Bank a purchase price in an amount so that the share of the Outstandings held by each Bank 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 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, made from time to time as may shall be required so equitable to ensure that all such payments Banks share any payment obtained in respect of principal the Outstandings ratably in accordance with each Bank's share of the Outstandings immediately prior to, and interest with respect to without taking into account, the Loans held by the Banks shall be shared by the Banks pro ratapayment; providedprovided that, however, that if all or any portion of such excess a disproportionate payment obtained as a result of the exercise of the right of setoff, banker's lien, counterclaim or otherwise is thereafter recovered from such Benefited the purchasing Bank by the Borrower or is repaid in whole any Person claiming through or in part by such Benefited Bank in good faith settlement succeeding to the rights of the Borrower, the purchase of a pending or threatened avoidance claim, such purchase participation shall be rescinded, rescinded and the purchase price and benefits returned, thereof shall be restored to the extent of such recovery or settlement paymentthe recovery, but without interest; further provided . Each Bank that nothing purchases a participation in the Outstandings pursuant to this Section shall impair from and after the purchase have the right of any Bank to exercise any right of set-off or counterclaim it may have give all notices, requests, demands, directions and to apply the amount subject to such exercise other communications under this Agreement with respect to the payment of indebtedness portion of the Borrower other than its indebtedness under this AgreementOutstandings purchased to the same extent as though the purchasing Bank were the original owner of the Outstandings purchased. The Borrower agrees, expressly consents to the fullest extent it may effectively do so under applicable law, foregoing arrangements and agrees that any holder of lender holding a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, an Obligation so purchased may exercise any and all rights of set-off setoff, banker's lien or counterclaim and other rights with respect to such the participation as fully as if such holder of a participation lender were a direct creditor the original owner of the Borrower in Obligation purchased; provided that such lender agrees to be bound by the amount terms of such participation. Notwithstanding the foregoing, in the event that any Defaulting Bank shall exercise any such right of setoff, recoupment, counterclaim or otherwise, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Section 2.18 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Bank as to which it exercised such right of setoff, recoupment, counterclaim or otherwise10.8.