Common use of Sharing of Set-Offs Clause in Contracts

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 Section 4.02 Presumption of Payment by the Borrower 42 Section 4.03 Certain Deductions by the Administrative Agent 42 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 Section 5.01 Increased Costs 45 Section 5.02 Break Funding Payments 46 Section 5.03 Taxes 46 Section 5.04 Mitigation Obligations; Replacement of Lenders 48

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 41 Section 4.02 Presumption of Payment by the Borrower 42 Section 4.03 Certain Deductions by the Administrative Agent Agent; Defaulting Lenders 42 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 Section 5.01 Increased Costs 45 44 Section 5.02 Break Funding Payments 46 45 Section 5.03 Taxes 46 Section 5.04 Mitigation Obligations; Designation of Different Lending Office 49 Section 5.05 Replacement of Lenders 4849 Section 5.06 Illegality 49

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 38 Section 4.02 Presumption of Payment by the Borrower 42 39 Section 4.03 Certain Deductions by the Administrative Agent 42 39 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 40 Section 5.01 Increased Costs 45 40 Section 5.02 Break Funding Payments 46 41 Section 5.03 Taxes 46 41 Section 5.04 Mitigation Obligations; Replacement of Lenders 4843

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 41 Section 4.02 Presumption of Payment by the Borrower 42 Section 4.03 Certain Deductions by the Administrative Agent 42 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 43 Section 5.01 Increased Costs 45 Section 5.02 Break Funding Payments 46 Section 5.03 Taxes 46 Section 5.04 Mitigation Obligations; Replacement of Lenders 4849

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 52 Section 4.02 Presumption of Payment by the Borrower 42 53 Section 4.03 Certain Deductions by the Administrative Agent 42 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 53 Section 5.01 Increased Costs 45 54 Section 5.02 Break Funding Payments 46 55 Section 5.03 Taxes 46 55 Section 5.04 Mitigation Obligations; Replacement of Lenders 4859 Section 5.05 Illegality 60

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 38 Section 4.02 Presumption of Payment by the Borrower 42 39 Section 4.03 Certain Deductions by the Administrative Agent 42 39 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 40 Section 5.01 Increased Costs 45 40 Section 5.02 Break Funding Payments 46 41 Section 5.03 Taxes 46 42 Section 5.04 Mitigation Obligations; Replacement of Lenders 4842 Section 5.05 Illegality 43

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 41 Section 4.02 Presumption of Payment by the Borrower 42 Section 4.03 Certain Deductions by the Administrative Agent 42 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 43 Section 5.01 Increased Costs 45 43 Section 5.02 Break Funding Payments 46 44 Section 5.03 Taxes 46 44 Section 5.04 Mitigation Obligations; Replacement of Lenders 48Obligations 45 Section 5.05 Illegality 46

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 57 Section 4.02 Presumption of Payment Payments by the Borrower 42 Borrower; Presumptions by the Administrative Agent 58 Section 4.03 Certain Deductions by the Administrative Agent 42 58 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 58 Section 5.01 Increased Costs 45 61 Section 5.02 Break Funding Payments 46 62 Section 5.03 Taxes 46 63 Section 5.04 Mitigation Obligations; Replacement of Lenders 4866 Section 5.05 Illegality 67

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 47 Section 4.02 Presumption of Payment by the Borrower 42 48 Section 4.03 Certain Deductions by the Administrative Agent 42 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 48 Section 4.04 Disposition of Proceeds 49 Section 4.05 Defaulting Lenders 4649 Section 4.06 Assignments, New Lenders and Reallocation Disposition of Commitments and Loans 44 Proceeds 51 Section 5.01 Increased Costs 45 52 Section 5.02 Break Funding Payments 46 53 Section 5.03 Taxes 46 Taxes. 5053 Section 5.04 Mitigation Obligations; Replacement Designation of Lenders 48Different Lending Office 54 Section 5.05 Illegality 55

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 75 Section 4.02 Presumption of Payment by the Borrower 42 76 Section 4.03 Certain Deductions by the Administrative Agent 42 76 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 76 Section 5.01 Increased Costs 45 77 Section 5.02 Break Funding Payments 46 78 Section 5.03 Taxes 46 79 Section 5.04 Mitigation Obligations; Replacement of Lenders 4882 Section 5.05 Illegality 83

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 54 Section 4.02 Presumption of Payment by the Borrower 42 55 Section 4.03 Certain Deductions by the Administrative Agent 42 55 Section 4.04 Disposition Collection of Proceeds 42 of Production 56 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 56 Section 5.01 Increased Costs 45 58 Section 5.02 Break Funding Payments 46 59 Section 5.03 Taxes 46 5860 Section 5.04 Mitigation Obligations; Designation of Different Lending Office 63 Section 5.05 Replacement of Lenders 4863 Section 5.06 Illegality 6264

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 38 Section 4.02 Presumption of Payment by the Borrower 42 39 Section 4.03 Certain Deductions by the Administrative Agent 42 39 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 40 Section 5.01 Increased Costs 45 40 Section 5.02 Break Funding Payments 46 41 Section 5.03 Taxes 46 42 Section 5.04 Mitigation Obligations; Replacement of Lenders 4843

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 52 Section 4.02 Presumption of Payment by the Borrower 42 53 Section 4.03 Certain Deductions by the Administrative Agent 42 53 Section 4.04 Disposition Collection of Proceeds 42 of Production 54 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 54 Section 5.01 Increased Costs 45 56 Section 5.02 Break Funding Payments 46 57 Section 5.03 Taxes 46 58 Section 5.04 Mitigation Obligations; Designation of Different Lending Office 61 Section 5.05 Replacement of Lenders 4861 Section 5.06 Illegality 62

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 53 Section 4.02 Presumption of Payment by the Borrower 42 54 Section 4.03 Certain Deductions by the Administrative Agent 42 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 54 Section 4.06 Assignments, New Lenders and Reallocation 4.04 Disposition of Commitments and Loans 44 Proceeds 56 Section 5.01 Increased Costs 45 57 Section 5.02 Break Funding Payments 46 58 Section 5.03 Taxes 46 58 Section 5.04 Mitigation Obligations; Replacement of Lenders 4860 Section 5.05 Illegality 61

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 90 Section 4.02 Presumption of Payment by the Borrower 42 91 Section 4.03 Certain Deductions by the Administrative Agent 42 91 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 92 Section 5.01 Increased Costs 45 92 Section 5.02 Break Funding Payments 46 93 Section 5.03 Taxes 46 94 Section 5.04 Mitigation Obligations; Replacement of Lenders 4897 Section 5.05 Illegality 98

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 39 Section 4.02 Presumption of Payment by the Borrower 42 40 Section 4.03 Certain Deductions by the Administrative Agent 42 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 40 Section 4.04 Disposition of Proceeds 41 Section 4.05 Defaulting Lenders 41 Section 4.06 Assignments, New Lenders and Reallocation Disposition of Commitments and Loans 44 Proceeds 43 Section 5.01 Increased Costs 45 44 Section 5.02 Break Funding Payments 46 45 Section 5.03 Taxes 46 45 Section 5.04 Mitigation Obligations; Replacement Designation of Lenders 48Different Lending Office 47 Section 5.05 Illegality 47

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 Section 4.02 Presumption of Payment by the Borrower 42 41 Section 4.03 Certain Deductions by the Administrative Agent 42 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 Section 5.01 Increased Costs 45 44 Section 5.02 Break Funding Payments 46 45 Section 5.03 Taxes 46 45 Section 5.04 Mitigation Obligations; Replacement of Lenders 4846

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 45 Section 4.02 Presumption of Payment by the Borrower 42 46 Section 4.03 Certain Deductions by the Administrative Agent 42 46 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 47 Section 5.01 Increased Costs 45 47 Section 5.02 Break Funding Payments 46 48 Section 5.03 Taxes 46 49 Section 5.04 Mitigation Obligations; Replacement of Lenders 4852 Section 5.05 Illegality 53

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 Section 4.02 Presumption of Payment by the Borrower 42 41 Section 4.03 Certain Deductions by the Administrative Agent 42 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 41 Section 5.01 Increased Costs 45 41 Section 5.02 Break Funding Payments 46 42 Section 5.03 Taxes 46 43 Section 5.04 Mitigation Obligations; Designation of Different Lending Office 44 Section 5.05 Illegality 44 Section 5.06 Replacement of Lenders 48a Lender 44

Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 54 Section 4.02 Presumption of Payment by the Borrower 42 55 Section 4.03 Certain Deductions by the Administrative Agent 42 55 Section 4.04 Disposition of Proceeds 42 Section 4.05 Payments and Deductions to a Defaulting Lender 42 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans 44 56 Section 5.01 Increased Costs 45 56 Section 5.02 Break Funding Payments 46 57 Section 5.03 Taxes 46 58 Section 5.04 Mitigation Obligations; Replacement of Lenders 4861 Section 5.05 Illegality 62