Common use of Sharing of Set-Offs Clause in Contracts

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder), receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Loan made by such other Bank, the Bank receiving such proportionately greater payment 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 that nothing in this Section 9.4 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 hereunder. 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.

Sharing of Set-Offs. Each Bank Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loan made the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of principal and interest then due with respect to any Loan made the Loans and Letter of Credit Liabilities held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other BanksLenders, 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 and Letter of Credit Liabilities held by the Banks Lenders shall be shared by the Banks Lenders pro rata; provided that (i) nothing in this Section 9.4 shall impair the right of any Bank Lender 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 a Borrower other than its indebtedness hereunder. The Borrower agrees, under this Agreement and (ii) this Section is not applicable 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 participationSwingline Loans.

Sharing of Set-Offs. Each Bank Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made Note held by it (other than in the circumstances contemplated by Section 8.5) which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of principal and interest due with respect to any Loan made Note held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other BanksLenders, 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 Notes held by the Banks Lenders shall be shared by the Banks Lenders pro rata; provided that nothing in this Section 9.4 shall impair the right of any Bank Lender 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 hereunderunder the Notes. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanNote, 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.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loan made the Loans and Letter of Credit Liabilities 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 Loan made the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment 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 and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section 9.4 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 Company other than its indebtedness hereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or Letter of Credit Liability, whether or not if acquired pursuant to the foregoing arrangementsarrangements or if the Company has otherwise received notice of the granting of such participation, 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 Company in the amount of such participation.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal then due and interest due payable with respect to any Loan made the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal then due and interest due payable with respect to any Loan made the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities 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 and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; , provided that nothing in this Section 9.4 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 hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or Letter of Credit Liability, 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.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Loan made Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and the Letter of Credit Liabilities 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 and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section 9.4 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 hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or Letter of Credit Liability, 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 such Borrower in the amount of such participation.

Sharing of Set-Offs. Each Bank agrees that if (i) it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Loan made Note held by such other BankBank and (ii) such inequality shall have continued for more than 15 days, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other Banks, and such other adjustments shall be mademade from time to time, as may be required so that all such payments of principal and interest with respect to the Loans Notes held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section 9.4 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 a Borrower other than its indebtedness hereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanNote, 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 maker of such Note in the amount of such participation.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-–off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loan made the Loans and Letter of Credit Liabilities 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 Loan made the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment 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 and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section 9.4 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 Company other than its indebtedness hereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or Letter of Credit Liability, whether or not if acquired pursuant to the foregoing arrangementsarrangements or if the Company has otherwise received notice of the granting of such participation, 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 Company in the amount of such participation.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loan made the Loans and Letter of Credit Liabilities 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 Loan made the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities 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 and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided PROVIDED that nothing in this Section 9.4 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 Borrowers other than its their indebtedness hereunderunder this Agreement. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or Letter of Credit, 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 such Borrower in the amount of such participation.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made Note held by it and its participation in any Reimbursement Obligation and interest (if any) thereon (collectively, its "RELEVANT DEBT") which is greater than the proportion received by any other Bank in respect of the aggregate amount Relevant Debt of principal and interest due with respect to any Loan made by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by Relevant Debt of 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 Relevant Debt of the Banks shall be shared by the Banks pro rata; provided that nothing in this Section 9.4 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 hereunderRelevant Debt. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanNote or Reimbursement Obligation, 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.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal then due and interest due payable with respect to any Loan made the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal then due and interest due payable with respect to any Loan made the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities 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 and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; , provided that nothing in this Section 9.4 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 hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or Letter of Credit Liability, 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.such

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made Note held by it and any Letter of Credit Liabilities which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Loan made Note and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes and Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided PROVIDED that nothing in this Section 9.4 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 a Borrower other than its indebtedness hereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanNote or Letter of Credit Liabilities, whether or not acquired pursuant to the foregoing arrangements, which has notified the Company that it holds a participation, 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 such Borrower in the amount of such participation.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made Reimbursement Obligation held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Loan made Reimbursement Obligation held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans Reimbursement Obligations 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 Reimbursement Obligations held by the Banks shall be shared by the Banks pro rata; provided PROVIDED that nothing in this Section 9.4 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 Company other than its indebtedness hereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanReimbursement Obligation, 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 Company in the amount of such participation.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Note of any Loan made Borrower held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Loan made the Note of such Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes of such Borrower 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 Notes of such Borrower held by the Banks shall be shared by the Banks pro rata; provided PROVIDED that nothing in this Section 9.4 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 a Borrower other than its indebtedness hereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanNote, 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 such Borrower in the amount of such participation.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Loan made the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities 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 and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section 9.4 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 hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-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. Section 9.05.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal then due and interest due payable with respect to any Loan made the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal then due and interest due payable with respect to any Loan made the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities 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 and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; , provided that nothing in this Section 9.4 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 hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such 62 169 participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Set-Offs. Each Subject to Section 2.17, each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loan made the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal then due and interest due with respect to any Loan made the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities 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 then due with respect to the Loans and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section 9.4 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 hereunderunder the Loan Documents. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loanthe Loans and Letter of Credit Liabilities, 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.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Loan made the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities 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 and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section 9.4 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 hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or Letter of Credit, 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.

Sharing of Set-Offs. Each Bank Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to (i) any Loan made Note or Yen Note held by it and (ii) its participation in any Reimbursement Obligation (collectively, its "Relevant Debt") which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount Relevant Debt of principal and interest due with respect to any Loan made by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such 98 105 participations in the Loans held by Relevant Debt of the other BanksLender, 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 Relevant Debt of the Banks Lenders shall be shared by the Banks Lenders pro rata; provided that nothing in this Section 9.4 shall impair the right of any Bank Lender 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 a Borrower other than its indebtedness hereunder. 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 Relevant Debt of such participationLender.

Sharing of Set-Offs. Each Bank Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loan made the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of principal and interest then due with respect to any Loan made the Loans and Letter of Credit Liabilities held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other BanksLenders, 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 Lenders pro rata; provided that nothing in this Section 9.4 shall impair the right of any Bank Lender 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 hereunderunder this Agreement. The Borrower agrees, to For avoidance of doubt the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or sharing contemplated by this Section is based upon aggregate Credit Exposures and not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights Credit Exposures 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 participationseparate Classes.

Sharing of Set-Offs. Each Bank Lender agrees that if (i) it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made Note held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of principal and interest due with respect to any Loan made Note held by such other BankLender and (ii) such inequality shall have continued for more than 15 days, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other BanksLenders, and such other adjustments shall be mademade from time to time, as may be required so that all such payments of principal and interest with respect to the Loans Notes held by the Banks Lenders shall be shared by the Banks Lenders pro rata; provided that nothing in this Section 9.4 shall impair the right of any Bank Lender 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 Company other than its indebtedness hereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanNote, 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 Company in the amount of such participation.

Sharing of Set-Offs. Each Subject to Section 2.18, each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loan made the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal then due and interest due with respect to any Loan made the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities 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 then due with respect to the Loans and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided PROVIDED that nothing in this Section 9.4 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 hereunderunder the Loan Documents. The Borrower Each Obligor agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loanthe Loans and Letter of Credit Liabilities, 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 such Obligor in the amount of such participation.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loan made the Loans and Letter of Credit Liabilities 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 Loan made the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment 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 and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section 9.4 9.04 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 Company other than its indebtedness hereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or Letter of Credit Liability, whether or not if acquired pursuant to the foregoing arrangementsarrangements or if the Company has otherwise received notice of the granting of such participation, 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 Company in the amount of such participation.

Sharing of Set-Offs. Each Bank agrees that if it ------------------- shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a an proportion of the aggregate amount of principal and interest then due with respect to any Loan made the Note of either Borrower 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 Loan made the Note of such Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes of such Borrower 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 Notes of such Borrower held by the Banks shall be shared by the Banks pro rata; provided -------- that nothing in this Section 9.4 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 either Borrower other than its indebtedness hereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanNote of such Borrower, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off offs 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 such Borrower in the amount of such participation.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (other than a repayment or prepayment by the Borrower made in accordance with its obligations hereunder)otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made by it its Loans and Letter of Credit Liabilities which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Loan made by the Loans and Letter of Credit Liabilities of such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by and Letter of Credit Liabilities of 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 and Letter of Credit Liabilities shall be shared by the Banks pro rata; provided that nothing in this Section 9.4 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 hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan and Letter of Credit Liability, 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.