Set-off; Ratable Payments. In addition to, and without limitation of, any rights of the Banks under applicable law, if any Event of Default occurs and is continuing, upon the written consent of the Administrative Agent, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Bank or any Affiliate of any Bank to or for the credit or account of any Loan Party may be offset and applied toward the payment of the Obligations owing to such Bank, whether or not the Obligations, or any part hereof, shall then be due. If any Bank, whether by set- off or otherwise, has payment made to it upon its Loan (other than payments received pursuant to Section 3.01, 3.02 or 3.03) in a greater proportion than that received by any other Bank, such Bank agrees, promptly upon demand, to purchase a portion of the outstanding Loans held by the other Banks so that after such purchase each Bank will hold its Pro Rata Share of the aggregate outstanding principal of all Loans. If any Bank, whether in connection with set-off or amounts which might be subject to set-off or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to set-off, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in accordance with their respective Pro Rata Shares. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.
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