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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any 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 Note and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the 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 Notes and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; 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 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 Note 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, receive payment of a proportion of the aggregate amount of principal then due and interest due payable with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes 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 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 the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan 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 Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan or Note held by it and any Letter of Credit Liabilities 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 or Note and any 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 Notes 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 or Notes and Letter of Credit Liabilities held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 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 under the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan or Letter of Credit LiabilityNote, 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 Subject to Section 2.18, each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held by it the Loans and any 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 then due and interest due with respect to any Note the Loans and any Letter of Credit Liabilities held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes 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 then due with respect to the Notes Loans and Letter of Credit Liabilities held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 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 Borrowers other than its indebtedness under the NotesLoan Documents. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or the Loans and Letter of Credit LiabilityLiabilities, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes 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 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 the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan or Letter of Credit LiabilityCredit, 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.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive a payment on account of Loans or interest or fees accruing thereon (other than the fee payable to the Fronting Bank pursuant to Section 2.14(b)) of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it and any Letter of Credit Liabilities which is greater than the proportion received by any other Bank in respect based on the Commitments of the aggregate amount Banks or the interests of principal and interest due with respect to any Note and any Letter of Credit Liabilities held by such other Bankthe Banks in the outstanding Loans (if the Commitments shall have terminated), the Bank receiving such proportionately greater payment shall purchase such participations in the Loans or in the 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 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 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 and under 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 Note Loan or Letter of Credit Liabilityin a Note, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note of a Borrower 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 Note and any Letter of Credit Liabilities such Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities such Borrower held by the Banks shall be shared by the Banks pro rata; PROVIDED 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 such Borrower other than its indebtedness under the Notes. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit Liabilitysuch Borrower, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any 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 Note and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the 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 Notes and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro ratarata in proportion with their Commitments; PROVIDED provided that nothing in this Section 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 any Obligor other than its indebtedness under the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityLiabilities, 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 otherwiseotherwise (other than any such right against a Shareholder Guarantor), receive payment of a proportion of the aggregate amount of principal and interest due with respect to any 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 Note and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the 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 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 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 or the Parent Guarantor other than its indebtedness under hereunder. Each of the Notes. The Borrower and the Parent Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityNote, 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 or the Parent Guarantor 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held Loan made by it and any Letter of Credit Liabilities 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 Note and any Letter of Credit Liabilities held Loan made by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities held Loans made 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 Notes and Letter of Credit Liabilities held Loans made by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 9.05 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 Debt of the Borrower other than its indebtedness Debt hereunder or under 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 Note or Letter of Credit LiabilityLoan, 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, receive payment of a an proportion of the aggregate amount of principal and interest then due with respect to any the Note of either Borrower 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 then due with respect to any the Note and any Letter of Credit Liabilities such Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities such Borrower held by the Banks shall be shared by the Banks pro rata; PROVIDED 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 either Borrower other than its indebtedness under the Noteshereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit Liabilitysuch 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 Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due and payable with respect to any Note held by it and any Letter of Credit Liabilities Advance which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of principal and interest then due and payable to such other Lender with respect to any Note and any Letter of Credit Liabilities held by such other BankAdvance, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities Advances 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 Notes and Letter of Credit Liabilities Advances held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section shall impair or restrict in any manner 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 under hereunder. Each Lender agrees that amounts received or retained upon exercise of a right of set-off are subject to distribution pursuant to the Notesterms of the Inter-Creditor Agreement and agrees to provide such amounts to the Administration Agent for such purpose. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any holder of a any participation in a Note or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, an Advance may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a such 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any 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 Note and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the 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 Notes and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; 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 a Borrower other than its indebtedness under the Noteshereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityLiabilities, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes 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 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 the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan or Letter of Credit LiabilityCredit, 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 Subject to Section 2.17, each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes 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 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 the NotesLoan Documents. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or the Loans and Letter of Credit LiabilityLiabilities, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by the Loans and participations in LC Disbursement owed to 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 Note Loans and any Letter of Credit Liabilities held by participations in LC Disbursements owed to such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes such Loans and Letter of Credit Liabilities participations in LC Disbursements 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 Notes Loans and Letter of Credit Liabilities the participations in LC Disbursements held by the Banks shall be shared by the Banks pro rata; PROVIDED 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 a Borrower other than its indebtedness under the Noteshereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan or Letter of Credit LiabilityLC Disbursement, 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, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held Loan made by it and any Letter of Credit Liabilities to the Borrower 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 Note and any Letter of Credit Liabilities held Loans made to the Borrower by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities held Loans made to the Borrower 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 Notes and Letter of Credit Liabilities held Loans made to the Borrower by the Banks shall be shared by the Banks pro ratarata (and upon notice thereof to the Administrative Agent appropriate adjustments will be made in the Register); PROVIDED 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 the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityLoan, 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, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held by it Loan and any 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 Note Loan and any Letter of Credit Liabilities held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities Loans 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 then due with respect to the Notes Loans and Letter of Credit Liabilities held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 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 any Obligor other than its indebtedness under the Noteshereunder. 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 Note Loans or Letter of Credit LiabilityLiabilities, 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, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities 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 Notes 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 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 under the Noteshereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan 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, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes Loans and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; 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 Borrowers other than its their indebtedness under the Notesthis 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 Note Loan or Letter of Credit LiabilityCredit, 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 Lender agrees that if (i) it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it and any Letter of Credit Liabilities 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 Note and any Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 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 under the Noteshereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityNote, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any 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 Note and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the 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 Notes and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; PROVIDED that nothing in this Section 9.5 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 the indebtedness under evidenced by 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 Note or Letter of Credit LiabilityNote, 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. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a set-off to which this Section would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any the Note of the Company 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 the Note and any Letter of Credit Liabilities the Company held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities the Company 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 Notes and Letter of Credit Liabilities the Company held by the Banks shall be shared by the Banks pro rata; PROVIDED provided that if the Bank purchasing such participations (the "SHARING BANK") should subsequently be required to refund such payment to the Company, then each Bank from whom a participation was purchased shall pay to the Sharing Bank its pro rata share of the participations purchased together with its pro rata share of interest on such amount if and to the extent the Sharing Bank is required to pay interest on any refunded amount; provided further 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 Company other than its indebtedness under the Noteshereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter in respect of Credit Liability, whether or not which it is an obligor 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, receive payment of a proportion of the aggregate amount of principal and interest on any Loans or Reimbursement Obligations then due with respect to any Note held by it and any Letter of Credit Liabilities payable (collectively, the `Relevant Debt') 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 Note and any Letter of Credit Liabilities held by such other Bankthe Relevant Debt, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes Relevant Debt then due and Letter of Credit Liabilities held by payable to 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 Notes and Letter of Credit Liabilities held by the Banks Relevant Debt shall be shared by the Banks pro rata; PROVIDED 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 Company or any other Borrower other than its indebtedness under the NotesRelevant Debt. The Company and each other Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan or Letter of Credit Liabilitya 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 Company and such other 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Note of any Note Borrower 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 the Note and any Letter of Credit Liabilities such Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities such Borrower held by the Banks shall be shared by the Banks pro rata; PROVIDED provided that if the Bank purchasing such participations (the "Sharing Bank") should subsequently be required to refund such payment to such Borrower, then each Bank from whom a participation was purchased shall pay to the Sharing Bank its pro rata share of the participations purchased together with its pro rata share of interest on such amount if and to the extent the Sharing Bank is required to pay interest on any refunded amount; provided further 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 a Borrower other than its indebtedness under the Noteshereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter in respect of Credit Liability, whether or not which it is an obligor 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note of a Borrower 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 Note and any Letter of Credit Liabilities such Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities such Borrower held by the Banks shall be shared by the Banks pro rata; PROVIDED 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 such Borrower other than its indebtedness under the Notes. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit Liabilitysuch Borrower, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it its Loans 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 Note the Loans and any Letter of Credit Liabilities held by of such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes Loans and Letter of Credit Liabilities held by 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 Notes 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 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 the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Loan 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.

Sharing of Set-Offs. Each Bank Lender agrees that if it shall, by ------------------- exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held Loan made by it and any Letter of Credit Liabilities 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 Note and any Letter of Credit Liabilities held Loan made by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities held Loans made 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 Notes and Letter of Credit Liabilities held Loans made by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 9.05 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 Debt of the Borrower other than its indebtedness Debt hereunder or under 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 Note or Letter of Credit LiabilityLoan, 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 Subject to Section 2.18, each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes Loans and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; 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 the NotesLoan 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 Note or the Loans and Letter of Credit LiabilityLiabilities, 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 Subject to Section 2.18, each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes 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 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 indebtedness under the NotesLoan Documents. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or the Loans and Letter of Credit LiabilityLiabilities, 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. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, 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. Each Bank Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, otherwise receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it and any Letter of Credit Liabilities 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 Note and any Letter of Credit Liabilities held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes and Letter of Credit Liabilities held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 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 under the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityNote, 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, receive payment of a proportion of the aggregate amount of principal and interest then due hereunder with respect to any Note other Document held by it and any Letter of Credit Liabilities which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of principal and interest then due hereunder with respect to any Note and any Letter of Credit Liabilities other Document held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities held by the other Bankssuch payments, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Notes and Letter of Credit Liabilities held by the Banks Indebtedness shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 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 under the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable lawLaw, that any holder of a participation in a Note or Letter the Indebtedness of Credit Liabilitythe Borrower under this Agreement, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it and its participation in any Letter of Credit Liabilities 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 Note and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter Relevant Debt 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 Notes and Letter Relevant Debt of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; PROVIDED 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 the NotesRelevant Debt. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityReimbursement 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, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note the Loans and participations in LC Reimbursement Obligations 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 then due with respect to any Note the Loans and any Letter of Credit Liabilities participations in LC Reimbursement Obligations held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes Loans and Letter of Credit Liabilities participations in LC 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 Notes Loans and Letter of Credit Liabilities participations in LC Reimbursement Obligations held by the Banks shall be shared by the Banks pro rata; PROVIDED 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 any Obligor other than its indebtedness under in respect of the NotesLoans and the LC Reimbursement Obligations. 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 Note Loan or Letter of Credit LiabilityLC Reimbursement Obligation, whether or not acquired pursuant to the 81 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 (i) it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any 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 Note and any Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities 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 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 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 under the Noteshereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityNote, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Note of any Note Borrower 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 the Note and any Letter of Credit Liabilities such Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities such Borrower held by the Banks shall be shared by the Banks pro rata; PROVIDED 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 a Borrower other than its indebtedness under the Noteshereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityNote, 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, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities 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 Notes 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 9.04 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 under the Noteshereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan 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 Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note the Loans held by it and any Letter of Credit Liabilities 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 Note and any Letter of Credit Liabilities the Loans held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities Loans 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 Notes and Letter of Credit Liabilities Loans held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 11.04 shall impair the right of any Bank Lender or its affiliates 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 under the Noteshereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit Liabilitythe Loans, 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 Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made or Note held by it and any Letter of Credit Liabilities 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 or Note and any Letter of Credit Liabilities made or held by such other BankLender, except as otherwise expressly contemplated by this Agreement, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Loan made or Notes and Letter of Credit Liabilities held by the other BanksLenders, and such other adjustments shall be made, in each case as may be required so that all such payments of principal and interest with respect to the Loan made or Notes and Letter of Credit Liabilities made or held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided, that nothing in this Section 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 for payment of indebtedness of the Borrower other than its indebtedness under hereunder. For the Notes. The Borrower agreesavoidance of doubt, no Issuing Lender shall be required to the fullest extent share any payments or recoveries it may effectively do so under applicable law, that any holder receives in respect of a participation in a Note or Letter cash collateral for Letters of Credit Liabilityit has issued, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect any Reimbursement Obligations owed to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationIssuing Lender.

Sharing of Set-Offs. Each Bank Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it and any Letter of Credit Liabilities 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 Note and any Letter of Credit Liabilities held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes and Letter of Credit Liabilities held by the Banks Lenders shall be shared by the Banks pro rataLenders PRO RATA; PROVIDED PROVIDED, HOWEVER, that nothing in this Section 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 under 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 Note or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note the Loans held by it and any Letter of Credit Liabilities 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 Note and any Letter of Credit Liabilities the Loans held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities Loans 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 Notes and Letter of Credit Liabilities Loans held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 11.04 shall impair the right of any Bank Lender or its affiliates 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 the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit Liabilitythe Loans, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note Reimbursement Obligation 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 Note and any Letter of Credit Liabilities Reimbursement Obligation held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities Reimbursement Obligations held by the Banks shall be shared by the Banks pro rata; 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 Company other than its indebtedness under the Noteshereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityReimbursement 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, receive payment of a proportion of the aggregate amount of principal then due and interest due payable with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes 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 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 the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan 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 Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Revolving Note, Term Note or other Obligation held by it and any Letter of Credit Liabilities 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 such Note and any Letter of Credit Liabilities or other Obligation held by such other BankLender, the Bank Lender receiving such proportionately proportionate greater payment shall purchase such participations in the such other Notes and Letter of Credit Liabilities or such other Obligations 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 such other Notes and Letter of Credit Liabilities or such other Obligations held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 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 under the NotesNotes or other Obligations. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit Liabilityother 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, receive payment of a proportion of the aggregate outstanding amount of principal and interest then due with respect to any Note held by it and any Letter the portion of Credit Liabilities its Loan 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 Note and any Letter the portion of Credit Liabilities the Loans held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter portion of Credit Liabilities the Loan 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 Notes and Letter portion of Credit Liabilities the Loan held by the Banks shall be shared by the Banks pro rata; PROVIDED 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 and/or Guarantors other than its indebtedness under in respect of the NotesLoan. The Borrower agreesand Guarantors agree, to the fullest extent it they may effectively do so under applicable law, that any Bank or holder of a participation in a Note or Letter of Credit Liabilitythe 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 its Loan or participation, as fully as if such Bank or holder of a Loan or participation were a direct creditor of the Borrower and/or Guarantors 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note of a Borrower 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 Note and any Letter of Credit Liabilities such Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities such Borrower held by the Banks shall be shared by the Banks pro rata; PROVIDED 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 such Borrower other than its indebtedness under the Notes. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit Liabilitysuch Borrower, 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, receive payment of a proportion of the aggregate amount of its claims in respect of Letter of Credit Disbursements and principal and interest due with respect to any 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 claims in respect of Letter of Credit Disbursements and principal and interest due with respect to any Note and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and claims in respect of Letter of Credit Liabilities Disbursements and Notes held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of claims in respect of Letter of Credit Disbursements and of principal and interest with respect to the 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 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 the NotesLoan Documents. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit Liabilityor Note, 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, receive payment of a proportion of the aggregate amount of principal then due and interest due payable with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes 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 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 the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan 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 Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Note of any Note Borrower 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 the Note and any Letter of Credit Liabilities such Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities 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 Notes and Letter of Credit Liabilities such Borrower held by the Banks shall be shared by the Banks pro rata; 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 a Borrower other than its indebtedness under the Noteshereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityNote, 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, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held Loan made by it and any Letter of Credit Liabilities to the Borrower 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 Note and any Letter of Credit Liabilities held Loans made to the Borrower by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities held Loans made to the Borrower 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 Notes and Letter of Credit Liabilities held Loans made to the Borrower by the Banks shall be shared by the Banks pro ratarata (and upon notice thereof to the Facility Agent appropriate adjustments will be made in the Register); PROVIDED 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 the NotesCredit Documents. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter Loan of Credit Liabilitythe Borrower, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect any Reimbursement Obligation owing to any 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 any Reimbursement Obligation owing to any Note and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities held by Reimbursement Obligations owing to 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 Notes and Letter of Credit Liabilities held by such Reimbursement Obligation owing to the Banks shall be shared by the Banks pro rata; PROVIDED 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 Company other than its indebtedness under the Noteshereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityReimbursement Obligation, whether or not acquired pursuant to the foregoing arrangementsarrangements or the arrangements set forth in Section 2.02(a) or otherwise, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Note of any Note Borrower 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 the Note and any Letter of Credit Liabilities such Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities 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 27009/304/CA/ca.96.364.comp Draft of: 02/11/98 4:31pm the Notes and Letter of Credit Liabilities such Borrower held by the Banks shall be shared by the Banks pro rata; 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 a Borrower other than its indebtedness under the Noteshereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityNote, 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, receive payment of a proportion of the aggregate amount of principal and interest then due and payable with respect to any 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 then due and payable with respect to any Note and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the 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 then due and payable with respect to the 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 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 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 Note or Letter of Credit LiabilityNote, 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.

Sharing of Set-Offs. Each Bank Subject to Section 2.16, each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held by it the Loans and any 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 then due and interest due with respect to any Note the Loans and any Letter of Credit Liabilities held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes 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 then due with respect to the Notes Loans and Letter of Credit Liabilities held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 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 under the NotesLoan Documents. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or the Loans and Letter of Credit LiabilityLiabilities, 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, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it and any Letter of Credit Liabilities its Reimbursable Amounts 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 Note and any Letter the Reimbursable Amounts of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter Reimbursable Amounts 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 Notes and Letter of Credit Liabilities held by the Banks Reimbursable Amounts shall be shared by the Banks pro rata; PROVIDED 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 the Noteshereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityReimbursable Amount, 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, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Note held by it the Loans and any 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 Note the Loans and any Letter of Credit Liabilities held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities Loans 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 Notes Loans and Letter of Credit Liabilities held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED provided that nothing in this Section 9.04 shall impair the right of any Bank Lender or Issuing 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 under the Noteshereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan 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. (a) Each Bank Lender agrees that if it shall, by exercising any right of set-set- off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due (or overdue) with respect to any Note the Notes held by it and any Letter of Credit Liabilities which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of principal and interest then due (or overdue) with respect to any Note and any Letter of Credit Liabilities the Notes held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes 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 Notes and Letter of Credit Liabilities held by the Banks Lenders shall be shared by the Banks Lenders pro rata; PROVIDED that nothing . (b) Nothing in this Section 12.04 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 Issuer or the relevant Guarantor other than its indebtedness under in respect of the Notes. . (c) The Borrower Issuer agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit LiabilityNote, 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 Issuer in the amount of such participation.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits held for the benefit of third parties, and any other indebtedness at any time held or owing by such Bank (including by branches and agencies of such Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Bank under this Agreement or under any of the other Loan Documents, including all interests in Obligations purchased by such Bank. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it and any Letter of Credit Liabilities 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 Note and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations participation in the 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 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 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 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 Note 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.