Common use of Sharing of Set-Off Clause in Contracts

Sharing of Set-Off. Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise ("Set- off"), on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; PROVIDED, HOWEVER, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, the Administrative Agent in connection with Reimbursement Obligations in which Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the Administrative Agent as a Bank hereunder.

Sharing of Set-Off. Each Bank agrees with each other Bank a party hereto that if on or after the date of the occurrence of an Event of Default and the acceleration of the maturity of the Notes pursuant to Section 9.2 or 9.3 hereof such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise ("Set- Set-off"), on any of the Loans, Swingline its Loans or Reimbursement Obligations outstanding under this Agreement in excess of its ratable share of payments on all such obligations Loans then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Banks Bank (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; PROVIDEDprovided, HOWEVERhowever, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes Each Bank's ratable share of this Section 12.7, amounts owed to or recovered by, the Administrative Agent in connection with Reimbursement Obligations in which Banks have been required to fund their participation any such Set-off shall be treated as amounts owed to or recovered determined by the Administrative Agent as a proportion that the aggregate amount of Loans then due and payable to such Bank hereunderbears to the total aggregate amount of the Loans then due and payable to all the Banks.

Sharing of Set-Off. Each Bank agrees with each other Bank a party hereto that if on or after the date of the occurrence of an Event of Default and the acceleration of the maturity of the Notes pursuant to Section 9.3 or 9.4 hereof such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise ("Set- “Set-off"”), on any of the Loans, Swingline Loans or Reimbursement Obligations outstanding under this Agreement in excess of its ratable share of payments on all such obligations Obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, Obligations held by each such other Banks Bank (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; PROVIDEDprovided, HOWEVERhowever, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes Each Bank’s ratable share of this Section 12.7, amounts owed to or recovered by, the Administrative Agent in connection with Reimbursement Obligations in which Banks have been required to fund their participation any such Set-off shall be treated as amounts owed to or recovered determined by the Administrative Agent as a proportion that the aggregate amount of Loans then due and payable to such Bank hereunderbears to the total aggregate amount of the Loans then due and payable to all the Banks.

Sharing of Set-Off. Each Bank agrees with each other Bank a party hereto that if on or after the date of the occurrence of an Event of Default and the acceleration of the maturity of the Notes pursuant to Section 9.3 or 9.4 hereof such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise ("Set- offSET-OFF"), on any of the Loans, Swingline Loans or Reimbursement Obligations outstanding under this Agreement in excess of its ratable share of payments on all such obligations Obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, Obligations held by each such other Banks Bank (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; PROVIDED, HOWEVER, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes Each Bank's ratable share of this Section 12.7, amounts owed to or recovered by, the Administrative Agent in connection with Reimbursement Obligations in which Banks have been required to fund their participation any such Set-off shall be treated as amounts owed to or recovered determined by the Administrative Agent as a proportion that the aggregate amount of Loans then due and payable to such Bank hereunderbears to the total aggregate amount of the Loans then due and payable to all the Banks. .

Sharing of Set-Off. Each Bank agrees with each other Bank a party hereto that if on or after the date of the occurrence of an Event of Default and the acceleration of the maturity of the Notes pursuant to Section 9.2 or 9.3 hereof such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise ("Set- offSET-OFF"), on any of the Loans, Swingline its Loans or Reimbursement Obligations outstanding under this Agreement in excess of its ratable share of payments on all such obligations Loans then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Banks Bank (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; PROVIDED, HOWEVER, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes Each Bank's ratable share of this Section 12.7, amounts owed to or recovered by, the Administrative Agent in connection with Reimbursement Obligations in which Banks have been required to fund their participation any such Set-off shall be treated as amounts owed to or recovered determined by the Administrative Agent as a proportion that the aggregate amount of Loans then due and payable to such Bank hereunderbears to the total aggregate amount of the Loans then due and payable to all the Banks.