Common use of Set-offs; Sharing Clause in Contracts

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lending Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lending Party to or for the account of the Borrower against any obligations of the Borrower to such Lending Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lending Party shall have made any demand for payment under this Agreement. Each Lending Party agrees promptly to notify the Borrower after any such set-off and application made by such Lending Party; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Loans and participations in LC Reimbursement Obligations held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to the Loans and participations in LC Reimbursement Obligations held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations held by the Lenders shall be shared by the Lenders pro rata. (c) Nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans and the LC Reimbursement Obligations. (d) The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or LC Reimbursement Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Required Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01Article 6, or the Loans have become immediately due and payable without notice as provided in Section 6.01Article 6, then the Administrative Agent, each Lending Party is Lender and each of their respective Affiliates are hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, such Lending Party Lender or any such Affiliate, as the case may be, to or for the account of the Borrower against any obligations of the Borrower to the Administrative Agent or such Lending Party Lender, as the case may be, now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether the Administrative Agent, such Lending Party Lender or any such Affiliate, as the case may be, shall have made any demand for payment under this Agreement. Each Lending Party agrees The Administrative Agent, each Lender and each of their respective Affiliates agree promptly to notify the Borrower after any such set-off and application is made by such Lending Partyparty; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties Administrative Agent, the Lenders and their respective Affiliates under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations held by the Lenders shall be shared by the Lenders pro rata. (c) Nothing ; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans and the LC Reimbursement Obligations. (d) Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or LC Reimbursement ObligationLoan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Required Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01Article 6, or the Loans have become immediately due and payable without notice as provided in Section 6.01Article 6, then the Administrative Agent, each Lending Party is Lender are hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent or such Lending Party Lender to or for the account of the Borrower against any obligations of the Borrower to the Administrative Agent or such Lending Party Lender now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether the Administrative Agent or such Lending Party Lender shall have made any demand for payment under this Agreement. Each Lending Party agrees The Administrative Agent and each Lender agree promptly to notify the Borrower after any such set-off and application is made by such Lending Partyparty; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties Administrative Agent and the Lenders under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations held by the Lenders shall be shared by the Lenders pro rata. (c) Nothing ; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans and the LC Reimbursement Obligations. (d) Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or LC Reimbursement ObligationLoan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing with respect to any Borrower and (ii) the requisite Required Lenders have requested the Administrative Agent to declare the Loans of such Borrower to be immediately due and payable pursuant to Section 6.01Article 6, or the Loans of such Borrower have become immediately due and payable without notice as provided in Section 6.01Article 6, then the Administrative Agent, each Lending Party is Lender and each Issuing Lender and each of their respective Affiliates are hereby authorized by the such Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the such Borrower (any such notice being expressly waived by the such Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, such Lending Party Lender, such Issuing Lender or any such Affiliate, as the case may be, to or for the account of the such Borrower against any obligations of the such Borrower to the Administrative Agent, such Lending Party Lender, such Issuing Lender or any such Affiliate, as the case may be, now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether the Administrative Agent, such Lending Party Lender, such Issuing Lender or any such Affiliate, as the case may be, shall have made any demand for payment under this Agreement. Each Lending Party agrees The Administrative Agent, each Lender and each of their respective Affiliates agree promptly to notify the such Borrower after any such set-off and application is made by such Lending Partyparty; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties Administrative Agent, the Lenders and their respective Affiliates under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata. (c) Nothing ; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower Borrowers other than its indebtedness in respect of the Loans and the LC Reimbursement Obligations. (d) The Letter of Credit Liabilities. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan or LC Reimbursement ObligationLetter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the such Borrower in the amount of such participation.

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Required Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01Article 6, or the Loans have become immediately due and payable without notice as provided in Section 6.01Article 6, then the Administrative Agent and each Lending Party is Lender are hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent or such Lending Party Lender, as the case may be, to or for the account of the Borrower against any obligations of the Borrower to the Administrative Agent or such Lending Party Lender, as the case may be, now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether the Administrative Agent or such Lending Party Lender, as the case may be, shall have made any demand for payment under this Agreement. Each Lending Party agrees The Administrative Agent and each Lender agree promptly to notify the Borrower after any such set-off and application is made by such Lending Partyparty; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties Administrative Agent and the Lenders under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations held by the Lenders shall be shared by the Lenders pro rata. (c) Nothing ; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans and the LC Reimbursement Obligations. (d) Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or LC Reimbursement ObligationLoan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing and (ii) Lenders holding more than 50% in aggregate Dollar Amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lending Party is Lender and any of its affiliates are hereby authorized by the each Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the any Borrower (any such notice being expressly waived by the BorrowerBorrowers), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lending Party Lender or any of its affiliates to or for the account of the such Borrower against any obligations of the such Borrower to such Lending Party Lender now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lending Party Lender shall have made any demand for payment under this Agreement. Each Lending Party Lender agrees promptly to notify the such Borrower after any such set-off and application made by such Lending PartyLender or its affiliates; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties Lenders under this subsection are in addition to any other rights and remedies which they the Lenders may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Loans and participations in LC Reimbursement Obligations any Loan or Letter of Credit Liability held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to any Loan or Letter of Credit Liability of the Loans and participations in LC Reimbursement Obligations same Borrower held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities of the same Borrower held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities of the same Borrower held by the Lenders shall be shared by the Lenders pro rata. (c) Nothing ; provided that nothing in this Section shall (i) impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the relevant Borrower other than its indebtedness under the Agreement or (ii) require the Swingline Lender to share any payments in respect of the Swingline Loans and the LC Reimbursement Obligations. (d) The except as provided in Section 2.22. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note any of its Loans or LC Reimbursement ObligationLetter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the such Borrower in the amount of such participation.

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Required Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lending Party is Lender and any of its affiliates are hereby authorized by the Borrower each Loan Party at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower any Loan Parties (any such notice being expressly waived by the BorrowerLoan Parties), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lending Party Lender or any of its affiliates to or for the account of the Borrower such Loan Party against any obligations of the Borrower such Loan Party to such Lending Party Lender now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lending Party Lender shall have made any demand for payment under this Agreement. Each Lending Party Lender agrees promptly to notify the Borrower such Loan Party after any such set-off and application made by such Lending PartyLender or its affiliates; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties Lenders under this subsection are in addition to any other rights and remedies which they the Lenders may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Loans and participations in LC Reimbursement Obligations any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to the Loans and participations in LC Reimbursement Obligations any Loan held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations held by the Lenders shall be shared by the Lenders pro rata. (c) Nothing ; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of under the Loans and the LC Reimbursement Obligations. (d) Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or LC Reimbursement Obligationany of its Loans, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Lenders Required Banks have requested the Administrative Agent to declare the Loans and the Reimbursement Obligations to be immediately due and payable pursuant to Section 6.01Article 6, or the Loans and the Reimbursement Obligations have become immediately due and payable without notice as provided in Section 6.01Article 6, then the Administrative Agent, each Lending Party is Bank and each Issuing Bank are hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent or such Lending Party Bank or Issuing Bank, as the case may be, to or for the account of the Borrower against any obligations of the Borrower to the Administrative Agent or such Lending Party Bank or Issuing Bank, as the case may be, now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether the Administrative Agent or such Lending Party Bank or Issuing Bank, as the case may be, shall have made any demand for payment under this Agreement. Each Lending Party agrees The Administrative Agent and each Bank agree promptly to notify the Borrower after any such set-off and application is made by such Lending Partyparty; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties Administrative Agent and the Banks under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest due with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other LendersBanks, and such other adjustments (including, without limitation, any adjustments required by reason of a setoff subsequently being rescinded or otherwise required to be restored) shall be mademade from time to time, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata. (c) Nothing ; provided that nothing in this Section shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans and the LC Reimbursement Obligations. (d) hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan or LC Reimbursement ObligationLetter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare the Loans LC Reimbursement Obligations to be immediately due and payable pursuant to Section 6.01, or the Loans LC Reimbursement Obligations and other obligations under the Financing Documents have become immediately due and payable without notice as provided in Section 6.01, then each Lending Party and each of their respective Affiliates is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lending Party or any such Affiliate to or for the account of the Borrower against any obligations of the Borrower to such Lending Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lending Party shall have made any demand for payment under this Agreement. Each Lending Party agrees promptly to notify the Borrower after any such set-off and application made by such Lending Party; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Loans and participations in LC Reimbursement Obligations held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to the Loans and participations in LC Reimbursement Obligations held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations held by the Lenders shall be shared by the Lenders pro rata. (c) Nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans and the LC Reimbursement Obligations. (d) The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or LC Reimbursement Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Required Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01Article 6, or the Loans have become immediately due and payable without notice as provided in Section 6.01Article 6, then the Administrative Agent, each Lending Party is Lender and each of their respective Affiliates are hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, such Lending Party Lender or any such Affiliate, as the case may be, to or for the account of the Borrower against any obligations of the Borrower to the Administrative Agent or such Lending Party Lender, as the case may be, now or hereafter existing under this Agreement, #95372686v23 regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether the Administrative Agent, such Lending Party Lender or any such Affiliate, as the case may be, shall have made any demand for payment under this Agreement. Each Lending Party agrees The Administrative Agent, each Lender and each of their respective Affiliates agree promptly to notify the Borrower after any such set-off and application is made by such Lending Partyparty; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties Administrative Agent, the Lenders and their respective Affiliates under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations held by the Lenders shall be shared by the Lenders pro rata. (c) Nothing ; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans and the LC Reimbursement Obligations. (d) Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or LC Reimbursement ObligationLoan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing with respect to any Borrower and (ii) the requisite Required Lenders have requested the Administrative Agent to declare the Loans of such Borrower to be immediately due and payable pursuant to Section 6.01Article 6, or the Loans of such Borrower have become immediately due and payable without notice as provided in Section 6.01Article 6, then the Administrative Agent, each Lending Party is Lender and each Issuing Lender and each of their respective affiliates are hereby authorized by the such Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the such Borrower (any such notice being expressly waived by the such Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, such Lending Party Lender, such Issuing Lender or any such affiliate, as the case may be, to or for the account of the such Borrower against any obligations of the such Borrower to the Administrative Agent, such Lending Party Lender, such Issuing Lender or any such affiliate, as the case may be, now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether the Administrative Agent, such Lending Party Lender, such Issuing Lender or any such affiliate, as the case may be, shall have made any demand for payment under this Agreement. Each Lending Party agrees The Administrative Agent, each Lender and each of their respective affiliates agree promptly to notify the such Borrower after any such set-off and application is made by such Lending Partyparty; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties Administrative Agent, the Lenders and their respective affiliates under this subsection Section 9.04 are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata. (c) Nothing ; provided that nothing in this Section 9.04 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower Borrowers other than its indebtedness in respect of the Loans and the LC Reimbursement Obligations. (d) The Letter of Credit Liabilities. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan or LC Reimbursement ObligationLetter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the such Borrower in the amount of such participation.

Set-offs; Sharing. (a) If (i) an Event of Default has occurred and is continuing with respect to any Borrower and (ii) the requisite Required Lenders have requested the Administrative Agent to declare the Loans of such Borrower to be immediately due and payable pursuant to Section 6.01Article 6, or the Loans of such Borrower have become immediately due and payable without notice as provided in Section 6.01Article 6, then the Administrative Agent, each Lending Party is Lender and each Issuing Lender are hereby authorized by the such Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the such Borrower (any such notice being expressly waived by the such Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent or such Lending Party Lender or Issuing Lender, as the case may be, to or for the account of the such Borrower against any obligations of the such Borrower to the Administrative Agent or such Lending Party Lender or Issuing Lender, as the case may be, now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether the Administrative Agent or such Lending Party Lender or Issuing Lender, as the case may be, shall have made any demand for payment under this Agreement. Each Lending Party agrees The Administrative Agent and each Lender agree promptly to notify the such Borrower after any such set-off and application is made by such Lending Partyparty; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lending Parties Administrative Agent and the Lenders under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata. (c) Nothing ; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower Borrowers other than its indebtedness in respect of the Loans and the LC Reimbursement Obligations. (d) The Letter of Credit Liabilities. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note Loan or LC Reimbursement ObligationLetter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the such Borrower in the amount of such participation.