Common use of Sharing of Set-Off Clause in Contracts

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the 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 the Loans, Reimbursement Obligations or Canadian Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, (i) 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 treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder and (ii) amounts owed to or recovered by the Canadian L/C Issuer in connection with the Canadian Reimbursement Obligations in which Canadian Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the Canadian L/C Issuer as a Canadian Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans, Reimbursement Obligations Loans 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 (in the case of a 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 other Lenders such amount of the Loans, Reimbursement Obligations Loans or Canadian Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or 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 so recovered, but without interest. For purposes of this Section, (i) 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 treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder and (ii) amounts owed to or recovered by the Canadian L/C Issuer in connection with the Canadian Reimbursement Obligations in which Canadian Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the Canadian L/C Issuer as a Canadian Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (“Set-off”), on any of the Loans, Reimbursement Obligations Swingline Loans 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 the Loans, Reimbursement Obligations Swingline Loans or Canadian Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or 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 so recovered, but without interest. For purposes of this SectionSection 12.7, (i) amounts owed to or recovered by by, the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder and hereunder. The provisions of this Section 12.7 shall not be construed to apply to (iia) amounts owed to or recovered any payment made by the Canadian L/C Issuer Borrower pursuant to and in connection accordance with the Canadian express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant in which Canadian Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by accordance with the Canadian L/C Issuer as a Canadian Lender hereunderterms of this Agreement.