Common use of Adjustments; Set-off Clause in Contracts

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) or 9.21, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of the Obligations owed to such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply), made pursuant to and in accordance with the Applicable Margin in respect express provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements law, while an Event of LawDefault shall be continuing, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.31 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and applicationdeemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by Holdings, the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Issuing Bank and their respective Affiliates, Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender or Issuing Bank and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (By) the provisions of this paragraph shall not be construed to apply to (1A) any payment made or collateral provided by the Borrower or any other Guarantor Person pursuant to and in accordance with the express terms of this Agreement (including, for the avoidance of doubt, any such provisions added pursuant to any permitted amendment to this Agreement and including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender or assignments made pursuant to Section 13.6(e) or Section 13.7), or (2B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Unpaid Drawings to any assignee or participant or (3) participant, other than to any disproportionate payment obtained by a Lender as a result of Parent Guarantor, the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans this paragraph shall apply except if such assignment or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation is made pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationSection 13.6). (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks or provided by Requirements of Law, law each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any other Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower; provided that, in the event that any Defaulting Lender shall exercise any such right of setoff pursuant to this Section 13.8(b), (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Letter of Credit Issuers, and the Lenders, and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.512.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.512.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Loan Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Loan Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Applicable Law, each Lender, Lender and each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of each Administrative Agent, each Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender or and each Issuing Bank ▇▇▇▇▇▇ agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 14.8(b) to the contrary, no Lender and no Issuing Lender will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender or Issuing Lender, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Administrative Agent.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against any of and all the obligations owed to such amount Lender now or hereafter existing hereunder or any other Credit Document any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by Holdings, the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Issuing Bank and their respective Affiliates, Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender or Issuing Bank and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter of Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by Holdings, the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Issuing Bank and their respective Affiliates, Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender or Issuing Bank and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter of Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other Credit Party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at or any time receive of its Affiliates shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans resulting in such Lender or part such Affiliate receiving payment of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion of the aggregate amount of such Lender’s Loans and accrued interest thereon than any such payment to or collateral the proportion received by any other Lender entitled theretoto such payment, if any, in respect of then the Lender receiving (or whose Affiliate received) such other Lender’s Loans, or interest thereon, such Benefited Lender greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from participations in the Loans of other Lenders a participating interest in to the extent necessary so that the benefit of all such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as payments shall be necessary to cause such Benefited Lender to share shared by the excess payment or benefits of such collateral or proceeds Lenders entitled thereto ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themLoans; provided, however, provided that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph (a) shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Borrowers pursuant to and in accordance with the terms of this Agreement and the other Credit DocumentsAgreement, (2) or any payment obtained by a Lender or its Affiliate as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extensionparticipant. Each Credit Party Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party either Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks their Affiliates provided by Requirements of Lawlaw, each Lender, each Issuing Bank Lender and their respective Affiliates, its Affiliates shall have the right, without prior notice to the Administrative Borrower, any such notice being expressly waived by the Administrative Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties Borrowers hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Affiliate, branch or agency thereof to or for the credit or the account of the BorrowerParent, either Borrower or any Subsidiary. Each Lender or Issuing Bank agrees promptly to notify the Administrative Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; Lender or such Affiliate, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at Bank shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Bank receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Bank receiving such greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Banks, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such Benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that provided that: (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection 9.7(a) shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Company pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Bank), or (2y) any payment obtained by a Lender Bank as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings Reimbursement Obligations to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Company or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis subsection 9.7(a) shall apply). Each Credit Party The Company consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender Bank were a direct creditor of such Credit Party the Company in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders and Issuing Banks provided by Requirements of Lawbe continuing, each LenderBank, each Issuing Bank Lender and each of their respective AffiliatesAffiliates is hereby authorized at any time and from time to time, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any whatever currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, ) at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Bank, such Issuing Lender or any branch or agency thereof such Affiliate, to or for the credit or the account of the BorrowerCompany against any and all of the obligations of the Company now or hereafter existing under this Agreement or any other Loan Document to such Bank or such Issuing Lender or their respective Affiliates, irrespective of whether or not such Bank, Issuing Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Company may be contingent or unmatured or are owed to a branch, office or Affiliate of such Bank or such Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of subsection 2.24 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders, and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. The rights of each Bank, each Issuing Lender and their respective Affiliates under this subsection 9.6(d) are in addition to other rights and remedies (including other rights of setoff) that such Bank, such Issuing Lender or their respective Affiliates may have. Each Bank and Issuing Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510.01(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, Loans or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, provided that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (Bii) the provisions of this paragraph Section shall not be construed to apply to (1x) any payment made by or on behalf of the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender), or (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3as to which the provisions of this Section shall not apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) any disproportionate payment obtained all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as a result to which it exercised such right of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extensionsetoff. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, to the extent consented to by Collateral Agent, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the BorrowerBorrower or any other Credit Party, any such notice being expressly waived by the Borrower Credit Parties to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent Agents after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the its Loans made by itor its participations in L/C Disbursements, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans or participations in L/C Disbursements, or interest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion the Loans and participations in L/C Disbursements of each such the other Lender’s LoansLenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themparticipations in L/C Disbursements; provided, however, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings L/C Disbursements to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of an Event of Default, in addition to any rights Default each Lender and remedies each of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their its respective Affiliates, Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, Documents or (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extensionparticipant. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited Benefitted Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.58(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of the Obligations owing to such other Lender’s Loans, or interest thereon, such Benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) interest; provided further that no amount received from any Loan Party shall be applied to any Excluded Swap Obligation of such Loan Party; provided further that the provisions of this paragraph shall not be construed to apply to (1v) any payment or prepayment made by or on behalf of the Borrower or any other Guarantor Loan Party pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender), (2w) the application of cash collateral supporting Letters of Credit and Institutional Letters of Credit from time to time (including the application of funds arising from the existence of a Defaulting Lender), (x) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings Letters of Credit to any assignee or participant or the termination of any Lender’s commitment and non-pro rata repayment of Loans pursuant to Section 2.22, (3y) any disproportionate payment obtained by transactions in connection with an open market purchase or a Lender as Dutch Auction, or (z) in connection with a result transaction pursuant to an Extension Offer, Refinancing Amendment or Incremental Facility Amendment or amendment in connection with a Permitted Refinancing, or Indebtedness incurred pursuant to Section 10.6. For the avoidance of doubt, this Section shall not limit the extension by Lenders ability of Holdings, the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in the Applicable Margin in respect of Restricted Subsidiary to (i) purchase and retire Term Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off an open market purchase or a Dutch Auction or (ii) pay principal, fees, premiums and counterclaim interest with respect to such participation Refinancing Revolving Loans, Refinancing Term Loans, Refinanced Tranche B Term Loans, Incremental Revolving Loans or Incremental Term Loans following the effectiveness of any Refinancing Amendment, any Extension Offer or Incremental Facility Amendment or exchange, as fully as if such Lender were applicable, on a direct creditor basis different from the Loans of such Credit Party in the amount of Class that will continue to be held by Lenders that were not Extending Lenders or Lenders pursuant to such participationIncremental Facility Amendment, as applicable. (b) After In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right after the occurrence and during the continuance of an Event of Default, in addition subject to any rights and remedies the prior written consent of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the rightAdministrative Agent, without prior notice to Holdings or the Borrower, any such notice being expressly waived by Holdings and the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by Holdings or the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount then due and payable any and all deposits (general or special, time or demand, provisional or finalfinal other than payroll or trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of Holdings or the Borrower, as the case may be; provided that if any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, the Swingline Lender and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Lender receiving such greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Lenders, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such Benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that provided that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, or (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings other than to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to this paragraph shall apply). The Borrower and any such extension. Each Credit Party Guarantor consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party each the Borrower and any Guarantor rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such Credit Party Guarantor in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders and Issuing Banks provided by Requirements of Lawbe continuing, each Lender, Lender and each Issuing Bank and of their respective AffiliatesAffiliates is hereby authorized at any time and from time to time, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any whatever currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, ) at any time held or and other obligations (in whatever currency) at any time owing by such Lender or any branch or agency thereof such Affiliate to or for the credit or the account of the BorrowerBorrower or any Guarantor against any and all of the obligations of the Borrower or such Guarantor now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Guarantor may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or 715000788 12406500715000788 12406500 any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in inIn addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and andto set-off, appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currencycurrency (other than any tax accounts, royalty trust accounts, withholding or payroll accounts), in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerBorrower (i) in connection with the termination at any time (and regardless of whether an Event of Default shall then exist) of any commodity hedge position to which any Agent or any Lender or any Affiliate of any Agent or any Lender is the counterparty, any amount owing (whether or not then due) by the Borrower hereunder or under any Credit Document; and (ii) after the occurrence and during the continuance of an Event of Default, any amount becoming due and owing by the Borrower hereunder or under any Credit Document. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “"Benefited Lender”") shall at any time receive any payment in respect of any principal of or interest on all or part of the its Loans made by it, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, 's Loans or interest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion of each such other Lender’s the Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themLoans; provided, however, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of an Event of Default, in addition to any rights Default each Lender and remedies each of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their its respective Affiliates, Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off set‑off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at Bank shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Bank receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Bank receiving such greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Banks, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such Benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that provided that: (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection 9.7(a) shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Company pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Bank), or (2y) any payment obtained by a Lender Bank as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Company or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis subsection 9.7(a) shall apply). Each Credit Party The Company consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender Bank were a direct creditor of such Credit Party the Company in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders and Issuing Banks provided by Requirements of Lawbe continuing, each Lender, each Issuing Bank and each of their respective AffiliatesAffiliates is hereby authorized at any time and from time to time, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any whatever currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, ) at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Lender Bank or any branch or agency thereof such Affiliate, to or for the credit or the account of the BorrowerCompany against any and all of the obligations of the Company now or hereafter existing under this Agreement or any other Loan Document to such Bank or its Affiliates, irrespective of whether or not such Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Company may be contingent or unmatured or are owed to a branch, office or Affiliate of such Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of subsection 2.22 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. The rights of each Bank and its Affiliates under this subsection 9.6(d) are in addition to other rights and remedies (including other rights of setoff) that such Bank or its Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the its Loans made by itor its participations in L/C Disbursements or Swing Line Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans or participations in L/C Disbursements or Swing Line Loans, or interest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion the Loans and participations in L/C Disbursements and Swing Line Loans of each such the other Lender’s LoansLenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themparticipations in L/C Disbursements and Swing Line Loans; provided, however, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings L/C Disbursements to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of an Event of Default, in addition to any rights Default each Lender and remedies each of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their its respective Affiliates, Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, 10.01(h) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, Loans or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (By) the provisions of this paragraph Section shall not be construed to apply to (1A) any payment made by or on behalf of the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documents, application of funds arising from the existence of a Defaulting Lender) or (2B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3as to which the provisions of this Section shall apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (1) any disproportionate payment obtained all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.05(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (2) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as a result to which it exercised such right of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extensionset-off. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (ba) After the occurrence and during the continuance of an Event of Default, to the extent consented to by Administrative Agent, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the BorrowerBorrower or any other Credit Party, any such notice being expressly waived by the Borrower Credit Parties to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case case, whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefitedBenefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefitedBenefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitedBenefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitedBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by Holdings, the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Issuing Bank and their respective Affiliates, Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender or Issuing Bank and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive receives any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, interest thereon or Prepayment Premium in respect thereof, or the participations in Letter of Credit Obligations held by it, or receive receives any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510.01(k), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Term Loans, interest thereon or interest thereonPrepayment Premium in respect thereof, such Benefited recipient Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited recipient Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited recipient Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the interest. The foregoing provisions of this paragraph Section 12.09 shall not be construed to apply to (1) any payment payments made by the Borrower or any other Guarantor pursuant to and applied in accordance with the terms of this Loan Agreement and the other Credit Loan Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After Upon the occurrence and during the continuance of an Event of Default, to the extent consented to by the Administrative Agent, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the BorrowerBorrowers or any other Loan Party, any such notice being expressly waived by the Borrower Loan Parties to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrowers hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) ), to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, but excluding any Excluded Deposit Accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerBorrowers, as the case may be. Each Lender or Issuing Bank agrees promptly to notify the Administrative Borrower (and the Credit Parties, if applicable) and the Administrative Agent Agents after any such set-off set‑off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, Documents or (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extensionparticipant. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After Subject to the DIP Order, after the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15(f) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Collateral Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit L/C Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against any of and all the obligations owed to such amount Lender now or hereafter existing hereunder or any other Credit Document any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-set- off and application.

Adjustments; Set-off. (a) If Except as contemplated in Section 13.6 or elsewhere herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest; and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, extension to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationtransaction is permitted hereunder. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the BorrowerCredit Parties, any such notice being expressly waived by the Borrower Credit Parties to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerCredit Parties; provided, that no amounts set off with respect to any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Parties and the Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.-193- 727670773 12335469 (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower.; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15(f) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Collateral Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59.1(g) or (h) hereof, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Loan Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable LIBOR Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Loan Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of a Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Loan Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerBorrower (excluding, for the avoidance of doubt, any Settlement Assets, except to the effect of Settlement Payments such Lender is obligated to make to a third party in respect of such Settlement Assets or as otherwise agreed in writing between the Borrower and such Lenders). Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Loan Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at Bank shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Bank receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Bank receiving such greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Banks, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such Benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that provided that: (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection 9.7(a) shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Company pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Bank), or (2y) any payment obtained by a Lender Bank as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings Reimbursement Obligations to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Company or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis subsection 9.7(a) shall apply). Each Credit Party The Company consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender Bank were a direct creditor of such Credit Party the Company in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders and Issuing Banks provided by Requirements of Lawbe continuing, each LenderBank, each Issuing Bank Lender and each of their respective AffiliatesAffiliates is hereby authorized at any time and from time to time, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount any 87 and all deposits (general or special, time or demand, provisional or final), in any whatever currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, ) at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Bank, such Issuing Lender or any branch or agency thereof such Affiliate, to or for the credit or the account of the BorrowerCompany against any and all of the obligations of the Company now or hereafter existing under this Agreement or any other Loan Document to such Bank or such Issuing Lender or their respective Affiliates, irrespective of whether or not such Bank, Issuing Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Company may be contingent or unmatured or are owed to a branch, office or Affiliate of such Bank or such Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of subsection 2.24 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders, and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. The rights of each Bank, each Issuing Lender and their respective Affiliates under this subsection 9.6(d) are in addition to other rights and remedies (including other rights of setoff) that such Bank, such Issuing Lender or their respective Affiliates may have. Each Lender or Bank and Issuing Bank ▇▇▇▇▇▇ agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin Rate (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Issuing Bank and their respective Affiliates, Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender or Issuing Bank and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter of Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) or 9.21, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of the Obligations owed to such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply),made pursuant to and in accordance with the Applicable Margin in respect express provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements law, while an Event of LawDefault shall be continuing, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.31 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and applicationdeemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion -208- than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Issuing Bank and their respective Affiliates, Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender or Issuing Bank and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter of Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other Credit Party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders under the Facility, if any Lender (a “Benefited Lender”) shall at shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Lender receiving such greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (ia) notify the Administrative Agent of such fact, and (iib) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Lenders, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such Benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that provided that: (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, or (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments participant, other than to, Borrower or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis paragraph shall apply). Each Credit Party Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party Borrower in the amount of such participation. (b) After the occurrence and during the continuance of Subject to Section 8.11, if an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders and Issuing Banks provided by Requirements of Lawbe continuing, each Lender, Lender and each Issuing Bank of its Affiliates is hereby authorized at any time and their respective Affiliates, shall have the right, without prior notice from time to time to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any whatever currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, ) at any time held or and other obligations (in whatever currency) at any time owing by such Lender or any branch or agency thereof Affiliate to or for the credit or the account of Borrower against any and all of the Borrowerobligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, to the extent then due and payable, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (such Loan Party and the Credit Parties, if applicable) and the Administrative Agent promptly after any such set-off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited "benefitted Lender”") shall at any time shall receive from either Borrower or any Guarantor any payment in respect of any principal of or interest on all or part of the any Class of Loans made by itor L/C Reimbursement Obligations, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, 9(f) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans's Loans or L/C Reimbursement Obligations of such Class, or interest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in which hold Loans or L/C Reimbursement Obligations of such Class such portion of each such other Lender’s Loans's Loans or L/C Reimbursement Obligations of such Class, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal each of and accrued interest on their respective Loans and such other amounts owing themLenders; provided, however, that if, at the time of the receipt by the benefitted Lender of such payment or collateral, amounts shall be then due and unpaid in respect of more than one Class, the sharing described in this subsection shall include all Classes with respect to which amounts are then due and unpaid (Aprovided that in no event shall any such sharing which shall occur prior to the date upon which the Loans shall have become due and payable (whether at the stated maturity, by acceleration or otherwise) be effected (i) among Classes in respect of which the obligors are not the same Borrower, (ii) by the Canadian Term Loan Lenders with any other Class in respect of which the obligor is the Canadian Borrower or (iii) which would result in any Canadian Term Loan Lender receiving amounts in excess of the limits imposed by subsection 4.3(f)(iii)); and provided, further, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extensioninterest. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do Borrower agrees that each Lender so under Requirements purchasing a portion of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements another Lender's Loan may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participation.portion. 107 101 (b) After If, as a result of the occurrence and during operation of the continuance second sentence of subsection 2.16(b)(7), any Canadian Revolving Credit Lender shall, on any date upon which all the Loans shall be accelerated in accordance with the last paragraph of Section 9, be the issuer Bankers' Acceptances in an Event aggregate amount which is less than such Canadian Revolving Credit Lender's Canadian Revolving Credit Commitment Percentage of Defaultthe aggregate amount of all the then outstanding Bankers' Acceptances, in such Canadian Revolving Credit Lender shall purchase for cash from each of the other Canadian Revolving Credit Lenders such portion of each such other Canadian Revolving Credit Lender's obligations with respect to then outstanding Bankers' Acceptances as shall be necessary to cause all such obligations with respect to Bankers' Acceptances to be held ratably among the Canadian Revolving Credit Lenders according to their respective Canadian Revolving Credit Commitment Percentages. The Canadian Borrower agrees that each Canadian Revolving Credit Lender so purchasing a portion of another Canadian Revolving Credit Lender's obligations with respect to Bankers' Acceptances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (c) In addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the either Borrower, any such notice being expressly waived by the each Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties either Borrower hereunder or under any Credit Document Notes (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the such Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (Company and the Credit Parties, if applicable) and the US Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the its Loans made by itor its participations in L/C Disbursements, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans or participations in L/C Disbursements, or interest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion the Loans and participations in L/C Disbursements of each such the other Lender’s LoansLenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themparticipations in L/C Disbursements; provided, however, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings L/C Disbursements to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of an Event of Default, in addition to any rights Default each Lender and remedies each of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their its respective Affiliates, Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off set‑off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter Letters of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than such Benefited Lender is entitled to pursuant to the Credit Documents (pursuant to the payment priorities set forth in the last paragraph of Article XI) with respect to any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that but (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Debtor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant Participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party Debtor consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party Debtor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party Debtor in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) or 9.21, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of the Obligations owed to such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply), made pursuant to and in accordance with the Applicable Margin in respect express provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were ▇▇▇▇▇▇ had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements law, while an Event of LawDefault shall be continuing, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.31 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and applicationdeemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off.

Adjustments; Set-off. (a) If Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, 7.1(f) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereonObligations, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansObligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (Bii) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender or Disqualified Institution), or (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationparticipant. (b) After the occurrence Subject to Sections 9.7(c) and during the continuance of an Event of Default(d), in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank Lender and their respective Affiliates, its Affiliates shall have the right, at any time and from time to time while an Event of Default shall have occurred and be continuing, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. (c) Each Lender hereby acknowledges that the exercise by any Lender or its Affiliates of offset, set-off, banker’s lien or similar rights against any deposit account or other property or asset of the Borrower or any other Loan Party could result under certain laws in significant impairment of the ability of all Lenders to recover any further amounts in respect of the Obligations. Each Lender hereby agrees not to charge or offset any amount owed to it by Borrower against any of the accounts, property or assets of the Borrower or any other Loan Party held by such Lender without the prior written approval of the Required Lenders. (d) In the event that any Defaulting Lender shall exercise any such right of setoff, all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch branch, agency or agency Affiliate thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit L/C Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, Loans or interest thereonthereon or participations in L/C Obligations, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans and Letters of Credit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After Subject to Section 11.14, after the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”"BENEFITED LENDER") shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s 's Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; providedPROVIDED, howeverHOWEVER, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the interest. The provisions of this paragraph subsection 12.7(a) shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in of its Subsidiaries or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments this subsection 12.7(a) shall apply). The Borrower agrees that each Lender so purchasing a portion of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements another Lender's Loan may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited "Benefitted Lender”") shall at any time receive any payment in respect of any principal of or interest on all or part of any of its Term Loans, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans made by itcase may be, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.59, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or interest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; providedPROVIDED, howeverHOWEVER, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all another Lender's Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, PROVIDED that the failure to give such notice shall not affect the validity of such participationset-off. (b) After Upon the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) or 9(f), in addition the Administrative Agent and each Lender are hereby irrevocably authorized at any time and from time to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the right, time without prior notice to the BorrowerCompany, any such notice being expressly hereby waived by the Borrower Company, to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender Company, or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and any part thereof in such amounts as the Administrative Agent after or such Lender may elect, on account of the liabilities of the Company hereunder and under the other Credit Documents and claims of every nature and description of the Administrative Agent or such Lender against the Company, in any currency, whether arising hereunder, under any other Credit Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such Lender has made any demand for payment and although such liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify the Company promptly of any such set-off setoff made by it and the application made by such Lender; provided it of the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent and each Lender under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Administrative Agent or such Lender may have.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at Bank shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Bank receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Bank receiving such greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Banks, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such Benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that provided that: (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection 9.7(a) shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Company pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Bank), or (2y) any payment obtained by a Lender Bank as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Company or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis subsection 9.7(a) shall apply). Each Credit Party The Company consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender Bank were a direct creditor of such Credit Party the Company in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders and Issuing Banks provided by Requirements of Lawbe continuing, each Lender, each Issuing Bank and each of their respective AffiliatesAffiliates is hereby authorized at any time and from time to time, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any whatever currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, ) at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Lender Bank or any branch or agency thereof such Affiliate, to or for the credit or the account of the BorrowerCompany against any and all of the obligations of the Company now or hereafter existing under this Agreement or any other Loan Document to such Bank or its Affiliates, irrespective of whether or not such Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Company may be contingent or unmatured or are owed to a branch, office or Affiliate of such Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of subsection 2.22 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. The rights of each Bank and its Affiliates under this subsection 9.7(b) are in addition to other rights and remedies (including other rights of setoff) that such Bank or its Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter Letters of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Issuing Bank and their respective Affiliates, Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender or Issuing Bank and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application.. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter of Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other Credit Party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent. -251- #96562806v11

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit L/C Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the its Loans made by itor its participations in L/C Disbursements or Swing Line Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans or participations in L/C Disbursements or Swing Line Loans, or interest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion the Loans and participations in L/C Disbursements and Swing Line Loans of each such the other Lender’s LoansLenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themparticipations in L/C Disbursements and Swing Line Loans; provided, however, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings L/C Disbursements to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of an Event of Default, in addition to any rights Default each Lender and remedies each of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their its respective Affiliates, Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510.01(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, Loans or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (By) the provisions of this paragraph Section shall not be construed to apply to (1A) any payment made by or on behalf of the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender), (2B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings Letter of Credit Participations to any assignee or participant or Participant (3as to which the provisions of this Section shall apply). 140 Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (1) any disproportionate payment obtained all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent, the Letter of Credit Issuer and the Lenders, and (2) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as a result to which it exercised such right of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extensionsetoff. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, to the extent consented to by Agent, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the BorrowerBorrower or any other Credit Party, any such notice being expressly waived by the Borrower Credit Parties to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited "Benefitted Lender”") shall at any time receive any payment in respect of any principal of or interest on all or part of any of its Term Loans, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans made by itcase may be, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.5, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or interest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; providedPROVIDED, howeverHOWEVER, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all another Lender's Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, PROVIDED that the failure to give such notice shall not affect the validity of such participationset-off. (b) After Upon the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) or 9(f), in addition the Administrative Agent and each Lender are hereby irrevocably authorized at any time and from time to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the right, time without prior notice to the BorrowerCompany, any such notice being expressly hereby waived by the Borrower Company, to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender Company, or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and any part thereof in such amounts as the Administrative Agent after or such Lender may elect, on account of the liabilities of the Company hereunder and under the other Credit Documents and claims of every nature and description of the Administrative Agent or such Lender against the Company, in any currency, whether arising hereunder, under any other Credit Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such Lender has made any demand for payment and although such liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify the Company promptly of any such set-off setoff made by it and the application made by such Lender; provided it of the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent and each Lender under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Administrative Agent or such Lender may have.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion the Loans of each such the other Lender’s LoansLenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themLoans; provided, however, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of an Event of Default, in addition to any rights Default each Lender and remedies each of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their its respective Affiliates, Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off set‑off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at Bank shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Bank receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Bank receiving such greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Banks, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such Benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that provided that: (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection 9.7(a) shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Company pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Bank), or (2y) any payment obtained by a Lender Bank as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings Reimbursement Obligations to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Company or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis subsection 9.7(a) shall apply). Each Credit Party The Company consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender Bank were a direct creditor of such Credit Party the Company in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders and Issuing Banks provided by Requirements of Lawbe continuing, each LenderBank, each Issuing Bank Lender and each of their respective AffiliatesAffiliates is hereby authorized at any time and from time to time, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any whatever currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, ) at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Bank, such Issuing Lender or any branch or agency thereof such Affiliate, to or for the credit or the account of the BorrowerCompany against any and all of the obligations of the Company now or hereafter existing under this Agreement or any other Loan Document to such Bank or such Issuing Lender or their respective Affiliates, irrespective of whether or not such Bank, Issuing Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Company may be contingent or unmatured or are owed to a branch, office or Affiliate of such Bank or such Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of subsection 2.24 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders, and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. The rights of each Bank, each Issuing Lender and their respective Affiliates under this subsection 9.6(d) are in addition to other rights and remedies (including other rights of setoff) that such Bank, such Issuing Lender or their respective Affiliates may have. Each Lender or Bank and Issuing Bank ▇▇▇▇▇▇ agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.. 104

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the its Loans made by itor its participations in L/C Disbursements or Swing Line Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans or participations in L/C Disbursements or Swing Line Loans, or interest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion the Loans and participations in L/C Disbursements and Swing Line Loans of each such the other Lender’s LoansLenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themparticipations in L/C Disbursements and Swing Line Loans; provided, however, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings L/C Disbursements to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of an Event of Default, in addition to any rights Default each Lender and remedies each of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their its respective Affiliates, Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off set‑off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”"BENEFITTED LENDER") shall at any time receive any payment in respect of any principal of or interest on all or part of any of its Term Loans, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans made by itcase may be, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.59, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or interest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; providedPROVIDED, howeverHOWEVER, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all another Lender's Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, PROVIDED that the failure to give such notice shall not affect the validity of such participationset-off. (b) After Upon the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) or 9(f), in addition the Administrative Agent and each Lender are hereby irrevocably authorized at any time and from time to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the right, time without prior notice to the BorrowerCompany, any such notice being expressly hereby waived by the Borrower Company, to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender Company or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and any part thereof in such amounts as the Administrative Agent after or such Lender may elect, on account of the liabilities of the Company hereunder and under the other Credit Documents and claims of every nature and description of the Administrative Agent or such Lender against the Company in any currency, whether arising hereunder, or otherwise, under any other Credit Document as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such Lender has made any demand for payment and although such liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify the Company promptly of any such set-off setoff made by it and the application made by such Lender; provided it of the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent and each Lender under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Administrative Agent or such Lender may have.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter Letters of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that but (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant Participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or Borrower under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that but the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5‎11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by Holdings, the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Issuing Bank and their respective Affiliates, Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section ‎2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender or Issuing Bank and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section ‎13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (ai) If Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) or 9.21, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of the Obligations owed to such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply), made pursuant to and in accordance with the Applicable Margin in respect express provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were L▇▇▇▇▇ had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion the Loans of each such the other Lender’s LoansLenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themLoans; provided, however, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of an Event of Default, in addition to any rights Default each Lender and remedies each of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their its respective Affiliates, Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.511.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of Table of Contents credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank the Swingline Lender and their respective Affiliates, the Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided, that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender or Issuing Bank and the Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application.. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender nor the Swingline Lender or the Letter of Credit Issuer will exercise, or attempt to exercise, any right of set-off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, the Swingline Lender or the Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set-off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Administrative Agent or Collateral Agent. Table of Contents

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Issuing Bank and their respective Affiliates, Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each , as the case may be; provided that, in the event that any Defaulting Lender or Issuing Bank agrees promptly shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any for further application in accordance with the provisions of Section 2.16 and, pending such set-off and application made payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender; provided that , each Letter of Credit Issuer and the failure Lenders, and (y) the Defaulting Lender shall provide promptly to give such notice shall not affect the validity of such set-off and application.Administrative Agent a statement describing in reasonable detail the -245- #95203802v2296160609v3 #96160609v5

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter Letters of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if [CREDIT AGREEMENT] applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at shall, by exercising any time receive right of setoff, counterclaim or banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans made by it, and accrued interest thereon or other such obligations greater than the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setpro-off, pursuant to events or proceedings rata share of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any amount such payment to or collateral received by any other Lender is entitled thereto, if any, in respect of then the Lender receiving such other Lender’s Loans, or interest thereon, such Benefited Lender greater proportion shall (i1) notify the Administrative Agent of such fact, and (ii1) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Lenders, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such Benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that provided that: (AI) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without together with interest and or other amounts, if any, required by Law (Bincluding court order) to be paid by the Lender or the holder making such purchase; and (II) the provisions of this paragraph Section 9.8(a) shall not be construed to apply to (1i) any payment made by the Borrower or any other Guarantor Borrowers pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, Loan Documents or (2ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Reimbursement Obligations or participations in Drawings Commitment to any assignee or participant or (3) any disproportionate payment obtained by participant, other than to a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.8(a) shall apply). Each Credit Party Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender Participant acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party each Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender Participant were a direct creditor of such Credit Party each Borrower in the amount of such participationparticipation (subject, in the case of a Foreign Borrower, to the provisions of Section 2.22(a)). (b) After In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of an Event of Default, in addition to any rights each Lender and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, its Affiliates shall have the right, without prior notice to the BorrowerBorrowers (or any of them), any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties Borrowers hereunder or under any Credit Document the Notes (whether at the stated maturity, by acceleration or otherwise) to set-off set‑off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrowerone or more Borrowers. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent after any such set-off set‑off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the interest thereon, or L/C Obligations or participations in Letter of Credit Obligations held by itSwingline Loans, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57. (d) or Section 7. (e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, or L/C Obligations or participations in Swingline Loans, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, L/C Obligations and participations in Swingline Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) interest. Notwithstanding the provisions of this paragraph foregoing, no Lender shall not be construed to apply to (1) exercise any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights right of set-off and counterclaim against the Borrower in connection with respect to such participation as fully as if such Lender were a direct creditor this Agreement without the consent of such Credit Party in the amount of such participationRequired Lenders. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements law, upon (i) the occurrence and during the continuance of Lawany Event of Default and (ii) the declaration by Lenders having more than 66 2/3% in aggregate amount of the Commitments (or, if the Commitments have been terminated, by Lenders having more than 66 2/3% of the Total Exposures) pursuant to clause (ii) of Section 7. of the Loans and Swingline Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. (c) To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.511.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; providedprovided that, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such NY\6379601.11 recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank the Swingline Lender and their respective Affiliates, the Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided, that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender or Issuing Bank and the Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender nor the Swingline Lender or the Letter of Credit Issuer will exercise, or attempt to exercise, any right of set‑off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, the Swingline Lender or the Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or NY\6379601.11 attempt to exercise, any right of set‑off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Administrative Agent or Collateral Agent.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.512.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit L/C Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) or 9.21, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of the Obligations owed to such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply), made pursuant to and in accordance with the Applicable Margin in respect express provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were L▇▇▇▇▇ had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Lawlaw, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements law, while an Event of LawDefault shall be continuing, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.31 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and applicationdeemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”"BENEFITTED LENDER") shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5SECTION 6(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s 's Loans, or interest thereon, such Benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s 's Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal Lenders as to each Category of and accrued interest on their respective Loans and other amounts owing themLoans; providedPROVIDED, howeverHOWEVER, that (A) if all or any portion of such excess payment or benefits benefit is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) interest. The Borrower agrees that any payment made by the Borrower or any other Guarantor Lender so purchasing a participation from a Lender pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agreesSECTION 9.10 may, to the fullest extent it may effectively do so under Requirements permitted by law, exercise all of Law, that any Lender acquiring a participation pursuant to its rights of payment (including the foregoing arrangements may exercise against such Credit Party rights right of set-off and counterclaim off) with respect to such participation as fully as if such Lender Person were a the direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After 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 an Event of Default, in addition each of the Administrative Agent and each Lender 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 rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the right, without prior notice to the Borrowerother Person, any such notice being hereby expressly waived by the Borrower waived, to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and to appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, ) and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, Indebtedness at any time held or owing by the Administrative Agent or such Lender (including, without limitation, by branches and agencies of the Administrative Agent or any branch or agency thereof such Lender wherever located) to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify Borrower against and on account of the obligations and liabilities of the Borrower (and the Credit Parties, if applicable) and to the Administrative Agent after or such Lender under this Agreement or under any of the other Operative Agreements, including, without limitation, all interests in obligations of the Borrower purchased by any such set-off Lender pursuant to SECTION 9.10(a), and application all other claims of any nature or description arising out of or connected with this Agreement or any other Operative Agreement, irrespective or whether or not the Administrative Agent or such Lender shall have made by such Lender; provided that the failure to give such notice any demand and although said obligations, liabilities or claims, or any of them, shall not affect the validity of such set-off and applicationbe contingent or unmatured.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (By) the provisions of this paragraph shall not be construed to apply to (1A) any payment made or collateral provided by the Borrower or any other Guarantor Person pursuant to and in accordance with the express terms of this Agreement (including, for the avoidance of doubt, any such provisions added pursuant to any permitted amendment to this Agreement and including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender or assignments made pursuant to Section 13.6(e) or Section 13.7), or (2B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Unpaid Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to anythe Parent Guarantor, the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans this paragraph shall apply except if such assignment or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation is made pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationSection 13.6). (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks or provided by Requirements of Law, law each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any other Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower; provided that, in the event that any Defaulting Lender shall exercise any such right of setoff pursuant to this Section 13.8(b), (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Letter of Credit Issuers, and the Lenders, and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders under a particular Facility, if any Lender (a “Benefited Lender”) shall at shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Lender receiving such greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (ia) notify the Administrative Agent of such fact, and (iib) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Lenders, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such Benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that provided that: (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower Borrowers, or any other Guarantor of them, pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, or (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or participant, other than to the Borrowers (3) any disproportionate payment obtained by a Lender as a result to which the provisions of this paragraph shall apply). Each of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrowers rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrowers in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders and Issuing Banks provided by Requirements of Lawbe continuing, each Lender, and each Issuing Bank and of their respective AffiliatesAffiliates is hereby authorized at any time and from time to time, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any whatever currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, ) at any time held or and other obligations (in whatever currency) at any time owing by such Lender or any branch or agency thereof such Affiliate to or for the credit or the account of any Borrower against any and all of the Borrowerobligations of any Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Representative and the Administrative Agent promptly after any such set-off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. Notwithstanding the provisions of Sections 2.15(h) and 9.07(b) of this Agreement and Section 10.14 of the Guarantee and Collateral Agreement, if at any time any Lender or any of its Affiliates maintains one or more deposit accounts for any Borrower into which Medicare and/or Medicaid receivables are deposited or sent for deposit by the payor, such Person waives the rights of setoff set forth in such Sections with respect to such deposit account or deposit accounts.

Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.512.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to Lenders (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-set- off and application.

Adjustments; Set-off. (aSubject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) If or 9.21, if any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of the Obligations owed to such other Lender’s Loans, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply), made pursuant to and in accordance with the Applicable Margin in respect express provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited Benefitted Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.58(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled theretoLender, if any, in respect of the Obligations owing to such other Lender’s Loans, or interest thereon, such Benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) interest; provided further that no amount received from any Loan Party shall be applied to any Excluded Swap Obligation of such Loan Party; provided further that the provisions of this paragraph shall not be construed to apply to (1v) any payment or prepayment made by or on behalf of the Borrower or any other Guarantor Loan Party pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender), (2w) the application of cash collateral supporting Letters of Credit from time to time (including the application of funds arising from the existence of a Defaulting Lender), (x) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings Letters of Credit to any assignee or participant or the termination of any Lender’s commitment and non-pro rata repayment of Loans pursuant to Section 2.22 or 2.27, (3y) any disproportionate payment obtained by transactions in connection with an open market purchase or a Lender as “Dutch auction”, or (z) in connection with a result transaction pursuant to an Extension Offer, Refinancing Amendment or Incremental Facility Amendment or amendment in connection with a Permitted Refinancing, or Indebtedness incurred pursuant to Section 10.6. For the avoidance of doubt, this Section shall not limit the ability of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in the Applicable Margin in respect of Restricted Subsidiary to (i) purchase and retire Term Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off an open market purchase or a “Dutch auction” or (ii) pay principal, fees, premiums and counterclaim interest with respect to such participation Refinancing Revolving Loans, Refinancing Term Loans, Refinanced Tranche B Term Loans, Incremental Revolving Loans or Incremental Tranche B Term Loans following the effectiveness of any Refinancing Amendment, any Extension Offer or Incremental Facility Amendment or exchange, as fully as if such Lender were applicable, on a direct creditor basis different from the Loans of such Credit Party in the amount of Class that will continue to be held by Lenders that were not Extending Lenders or Lenders pursuant to such participationIncremental Facility Amendment, as applicable. (b) After In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right after the occurrence and during the continuance of an Event of Default, in addition subject to any rights and remedies the prior written consent of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, shall have the rightAdministrative Agent, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount then due and payable any and all deposits (general or special, time or demand, provisional or finalfinal other than payroll or trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that if any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, the Swingline Lender and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Guarantor Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender, each Issuing Bank and their respective Affiliates, Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Credit Parties Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15(f) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Collateral Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.