Common use of Setoff Clause in Contracts

Setoff. During the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, in the case of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) may be applied to or setoff by such Bank against the payment of the Obligations of the Borrower to such Bank. Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a claim based on the Obligations owing to such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities then due, direct, or indirect, absolute or contingent, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or --- ----- otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such -------- excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank Bank, by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will notify the Agent thereof and make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the any Borrower (subject, and any securities or other property of any Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, which are due, now existing or hereafter arising, of the any Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Revolving Credit Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, Borrowers and any securities or other property of the Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower Borrowers to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank and all such amounts to be applied to the Notes and Reimbursement Obligations shall be subject to the Intercreditor Agreement, and (ii) if such Bank shall receive from the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, or the Canadian Borrower and any securities or other property of the Borrower or the Canadian Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower and the Canadian Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower or the Canadian Borrower to such Bank, other than Indebtedness evidenced by the Note held by such Bank or by this Agreement, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by such Note held by such Bank or by this Agreement, and (b) if such Bank shall receive from the Borrower or the Canadian Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Note held by or other Obligations owing hereunder owed to such Bank by proceedings against the Borrower or the Canadian Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note held by, and Obligations owing to hereunder owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations Notes held by, and other amounts owed to hereunder to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Note held by it and other Obligations owing to it owed it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the continuance adequacy of any collateral, if any Event of DefaultDefault shall have occurred and be continuing, any deposits or other sums credited by or due from any of the Banks Lenders to the Borrower (subject, or any of the Guarantors and any securities or other property of the Borrower or any of the Guarantors in the case possession of State Streetsuch Lender or any of its Affiliates may, to at any agreements time, without demand or limitations applicable to the Custodian’s rights with respect to notice (any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, notice being expressly waived by the Borrower and one the Guarantors), in whole or more third parties or (ii) entered into hereafter among the Custodianin part, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) may be applied to or setoff set off by such Bank Lender against the payment of the Obligations and any and all other liabilities or obligations, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or any of the Guarantors to such BankLender regardless of the adequacy of any other collateral securing the Loan. Each of the Banks Lenders agrees with each other Bank Lender that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower or any of the Guarantors to such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by the Notes of such Lender or constituting Reimbursement Obligations owed to such Lender, and (ii) if such Bank Lender shall receive from the Borrower or any Guarantor or any other source, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes in the name of, or constituting Reimbursement Obligations, such Bank Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of its Notes, or the Reimbursement Obligations owing owed to such Bank Lender any amount in excess of its ratable portion of the payments received by all of the Banks Lenders with respect to the debt evidenced by the Notes corresponding to, and Reimbursement Obligations owed to to, all of the BanksLenders, such Bank Lender will make such disposition and arrangements with the other Banks Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank Lender receiving in respect of the debt evidenced by the Notes in its name or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such BankLender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities then due, direct, or indirect, absolute or contingent, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, Borrowers and any securities or other property of the Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower Borrowers to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from either of the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of --- ----- claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if -------- all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower and any securities or other property of the Borrower (subject, but excluding accounts held in custody by any Bank in the case investment group of State Street, to any agreements or limitations applicable such Bank for investment services provided to the Custodian’s rights with respect to any Borrower) in the possession of such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting such Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness (except that no amounts shall be applied to documentary letters of credit) and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Revolving Credit Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Revolving Credit Note or Revolving Credit Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Revolving Credit Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Revolving Credit Notes held by it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Streetsuch Bank may, to any agreements or limitations applicable upon notice thereof given to the Custodian’s rights with respect to any such deposits which are contained inBorrower, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to, or, as the case may be, constituting obligations in respect of Consigned Precious Metal owed to, such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to, or, as the case may be, constituting obligations in respect of Consigned Precious Metal owed to, such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, or, as the case may be, constituting obligations in respect of Consigned Precious Metal owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, or, as the case may be, constituting obligations in respect of Consigned Precious Metal owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Applicable Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, or, as the case may be, constituting obligations in respect of Consigned Precious Metal owed to, all of the Applicable Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing Notes held by it or Reimbursement obligations owed it, or, as the case may be, obligations in respect of Consigned Precious Metal owed to it it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Notes held by its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities then due, direct, or indirect, absolute or contingent, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or --- ----- otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such -------- excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such BankBank under the Loan Documents. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, such amount shall be applied ratably to such other Indebtedness owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on the constituting Obligations owing owed to such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing owed to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise --- ----- as shall result in each Bank receiving in respect of the Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided -------- that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Notes held by it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Revolving Credit Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, the Borrowers acknowledge that by operation of applicable law any deposits or other sums credited by or due from any of the Banks to the a Borrower (subject, and any securities or other property of a Borrower in the case possession of State Street, to such Bank or any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) affiliate may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the a Borrower to such Bank. Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower a Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank Bank, by proceedings against the a Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Notes held by its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the any Borrower (subject, and any securities or other property of any Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the any Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of any Borrower to such Bank, other than Indebtedness evidenced by the Notes or loan accounts or Bankers' Acceptances held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes, Bankers' Acceptances and loan accounts held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes or loan accounts or Bankers' Acceptances held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes or loan accounts or Bankers' Acceptances held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes or loan accounts or Bankers' Acceptances held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes and loan accounts and Bankers' Acceptances held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings Proceedings against the Borrower at law or in equity or Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership receivership, or similar proceedingsProceedings, or otherwise, and shall retain and apply to the payment of the Notes held by, or Reimbursement Obligations owing to owed to, such Bank Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the BanksBanks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 3.2.2, 5.8, and 5.9), such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it, or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owing owed to it it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the continuance adequacy of any Collateral, after the occurrence of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, other than employee tax withholding and fiduciary accounts) and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees agree with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness arising hereunder or under the other Loan Documents owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by the Loan Documents owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to such Bank Loan Documents by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Indebtedness evidenced by the Loan Documents held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Indebtedness evidenced by the Loan Documents held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Loan Documents held by it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities then due, direct, or indirect, absolute or contingent, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto --- ----- assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided -------- that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Notes held by its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Revolving Credit Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any Collateral, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may WITH THE PRIOR APPROVAL OF THE AGENT be applied to or setoff by such Bank set off against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Bank shall exercise a right of setoff if such exercise would limit or prevent the exercise of any other remedy, right to Collateral or other recourse against the Borrower. 14.

Setoff. During the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct or indirect, of the Borrower to such BankBank which are then due and payable. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, in the case of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) may be applied to or setoff by such Bank against the payment of the Obligations of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or --- ----- otherwise as shall result in each Bank receiving in respect of the Obligations owing to Revolving Credit Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any -------- part of such excess payment is thereafter recovered -82- from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property owned by the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, Borrowers and any securities or other property of the Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower Borrowers to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank and all such amounts to be applied to the Notes and Reimbursement Obligations shall be subject to the Intercreditor Agreement, and (ii) if such Bank shall receive from the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of --- ----- claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if -------- all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to either of the Borrower (subject, or the Parent and any securities or other property of the Borrower or the Parent in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Parent to such Bank. Each of the Banks agrees with each other Bank that (i) except with respect to the amount of any check or electronic equivalent deposited with such Bank and credited to the Borrower's or the Parent's account maintained with such Bank which is subsequently returned to the Borrower or the Parent unpaid, if an amount to be set off is to be applied to Indebtedness of the Borrower or the Parent to such Bank, other than the Obligations evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Obligations evidenced by all such Notes held by such Bank, and (ii) if such Bank shall receive from the Borrower or the Parent, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower or the Parent at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Notes held by its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct or indirect, of the Borrower to such BankBank which are then due and payable. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is applied to Indebtedness of the Borrower to such Bank other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, or Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it, or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes or Bankers' Acceptances held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes or Bankers' Acceptances held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes or Bankers' Acceptances held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes or Bankers' Acceptances held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes or Bankers' Acceptances held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Revolving Credit Notes or Bankers' Acceptances held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such BankBank under the Loan Documents. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro --- tanto assignment of claims, subrogation or otherwise as shall result in each ----- Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered -------- from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Notes held by it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the any Borrower (subject, and any securities or other property of any Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the such Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of any Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes or Bankers' Acceptances held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes or Bankers' Acceptances held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes or Bankers' Acceptances held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes or Bankers' Acceptances held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes or Bankers' Acceptances held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Revolving Credit Notes or Bankers' Acceptances held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the any Borrower (subject, and any securities or other property of any Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the any Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of any Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the any Borrower (subject, and any securities or other property of such Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the such Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Notes held by it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings Proceedings against the Borrower at law or in equity or Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedingsProceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the BanksBanks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 4.6, 4.7, 4.8, and 4.9), such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro --- tanto assignment of claims, subrogation subrogation, or otherwise as shall result in each ----- Bank receiving in respect of the Obligations owing to Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess -------- payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any Collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks Lender to the Borrower (subject, or any of its Subsidiaries and any securities or other property of the Borrower or any of its Subsidiaries in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Lender may be applied to or setoff set off by such Bank Lender against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such BankLender. Each of the Banks Lenders agrees with each other Bank that Lender that: (i) if an amount to be set off is to be applied to obligations of the Borrower or any of its Subsidiaries to such Lender, other than Obligations evidenced by the Notes held by such Lender, such amount shall be applied ratably to such other Obligations and to the Obligations evidenced by all such Notes held by such Lender and if such Bank Lender shall receive from the Borrower or any of its Subsidiaries, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross actionor offset, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank Lender by proceedings proceeding against the Borrower or any of its Subsidiaries at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank Lender any amount in excess of its ratable portion of the payments received by all of the Banks Lenders with respect to the Obligations owed to Notes held by all of the BanksLenders, such Bank Lender will make such disposition dispositions and arrangements with the other Banks Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claimsclaim, subrogation or otherwise as or shall result in each Bank Lender receiving in respect on account of the Obligations owing to Note or Notes held by it its proportionate payment as contemplated by this Credit Agreement; provided provided, that if all or any part of such excess payment is thereafter recovered from such BankLender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Revolving Credit Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, in the case of State Street, to any agreements Holdings or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one any securities or more third parties other property of Holdings or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition in the possession of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of Holdings or the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of Holdings or the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank, and (b) if such Bank shall receive from the Borrower or Holdings or otherwise in respect of the Revolving Credit Loans, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Revolving Credit Notes held by such Bank Banks by proceedings against the Borrower or Holdings at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Revolving Credit Note or Revolving Credit Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Revolving Credit Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Revolving Credit Notes held by it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the ------ continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro --- tanto assignment of claims, subrogation or otherwise as shall result in each ----- Bank receiving in respect of the Obligations owing to it Notes held by it, its proportionate payment as contemplated by this Credit Agreement; provided that so long as no Event of -------- Default has occurred and is continuing, any voluntary payment with respect to the Revolving Credit Loans shall be applied ratably only to the Revolving Credit Loans and any voluntary payment with respect to a Competitive Bid Advance shall be applied only to the respective Competitive Bid Advance, and provided, -------- further, if all or any part of such excess payment is thereafter recovered from ------- such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any Collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such any Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such any Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to any Bank, other than Indebtedness evidenced by the Notes held by any Bank or constituting Reimbursement Obligations owed to any Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by any Bank or constituting Reimbursement Obligations owed to any Bank, and (b) if any Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to such owed to, any Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Bank, or Reimbursement Obligations owing to such owed to, any Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, Borrowers and any securities or other property of the Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower Borrowers to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, Obligors and any securities or other property of the Obligors in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff by such Bank set off against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower Obligors to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to indebtedness of the Obligors to such Bank, other than indebtedness evidenced by the Notes or the Bond or the Guaranties held by such Bank, such amount shall be applied ratably to such other indebtedness and to the indebtedness evidenced by all such Notes, Bond and Guaranties held by such Bank, and (b) if such Bank shall receive from the Borrower Obligors, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes, the Bond and the Guaranties held by such Bank by proceedings against the Borrower Obligors at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Notes, the Bond and the Guaranties held by such Bank Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes, the Bond and the Guaranties held by all of the Banks, then such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise otherwise, as shall result in each Bank receiving in respect of the Obligations owing to Notes, the Bond and the Guaranties held by it its each such Bank's proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered by the Obligors from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR THE BANKS TO EXERCISE THEIR RESPECTIVE RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS AND/OR THE BOND, PRIOR TO EXERCISING THEIR RIGHTS OF SETOFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the any Borrower (subject, and any securities or other property of any Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the such Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of any Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to, or, as the case may be, constituting obligations in respect of Consigned Precious Metal owed to, such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to, or, as the case may be, constituting obligations in respect of Consigned Precious Metal owed to, such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, or, as the case may be, constituting obligations in respect of Consigned Precious Metal owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, or, as the case may be, constituting obligations in respect of Consigned Precious Metal owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, or, as the case may be, constituting obligations in respect of Consigned Precious Metal owed to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing Notes held by it or Reimbursement obligations owed it, or, as the case may be, obligations in respect of Consigned Precious Metal owed to it it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to any of the Borrower (subject, Borrowers and any securities or other property of any of the Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of any of the Borrower Borrowers to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of any of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from any of the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced 104 -96- by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against any of the Borrower Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Revolving Notes held by such Bank by proceedings Proceedings against the Borrower at law or in equity or Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedingsProceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Revolving Note or Revolving Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Revolving Notes held by all of the BanksBanks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 4.6, 4.7, 4.8, and 4.9), such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment --------- of claims, subrogation subrogation, or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Revolving Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess -------- payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks Lenders to any of the Borrower (subject, Borrowers and any securities or other property of any of the Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Lender may be applied to or setoff set off by such Bank Lender against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of any of the Borrower Borrowers to such Bankthe Lenders. Each of the Banks Lenders agrees with each other Bank Lender that (a) if an amount to be set off is to be applied to Indebtedness of any of the Borrowers to such Lender, other than Indebtedness evidenced by the Notes held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender, and (b) if such Bank Lender shall receive from any of the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by, such Bank Lender by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank Lender any amount in excess of its ratable portion of the payments received by all of the Banks Lenders with respect to the Obligations owed to Notes held by all of the BanksLenders, such Bank Lender will make such disposition and arrangements with the other Banks Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank Lender receiving in respect of the Obligations owing to Notes held by it or its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such BankLender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations then due and payable of the Borrower to such Bank. Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. Such Bank shall notify the Borrower and the Agent and the other Banks promptly after exercising any right of setoff.

Setoff. During the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff by such Bank set off against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of the Collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or 95 -87- otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or --- ----- otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such -------- excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Revolving Credit Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Revolving Credit Note or Revolving Credit Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Revolving Credit Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Revolving Credit Notes held by its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any an Event of Default, any deposits or other sums credited by or due from any Bank to the Borrowers and any securities or other property of the Banks to the Borrower (subject, Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff by such Bank set off against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower Borrowers to such Bankthe Banks. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it its owed it, such Bank's proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the continuance adequacy of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Streetsuch Bank may, to any agreements or limitations applicable to upon the Custodian’s rights with respect to any such deposits which are contained inconsent of the Majority Banks, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) may be applied to or setoff by such Bank set off against the payment of Obligations of the Obligations Borrower hereunder and under the other Loan Documents and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such BankBank at any time after the occurrence and during the continuance of any Event of Default. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross cross-action, or enforcement of a the claim based on evidenced by the Obligations owing to Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, proceedings or otherwise, and shall retain and apply to the payment of the Obligations owing to Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto tanto, assignment of claims, subrogation subrogation, or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During the continuance of and any Event of Default, any deposits securities or other sums credited by or due from any property of the Banks to the Borrower (subject, in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Revolving Credit Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to any of the Borrower (subject, Borrowers and any securities or other property of any of the Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower Borrowers to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from any of the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, --- ----- subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any -------- part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such BankBank under the Loan Documents. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, such amount shall be applied ratably to such other Indebtedness owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on the constituting Obligations owing owed to such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing owed to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or --- ----- otherwise as shall result in each Bank receiving in respect of the Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered -------- from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the ------ continuance of any an Event of Default, any deposits or other sums credited by or due from any Bank to the Borrowers and any securities or other property of the Banks to the Borrower (subject, Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff by such Bank set off against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower Borrowers to such Bankthe Banks. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, --- ----- subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it its owed it, such Bank's proportionate payment as contemplated by this Agreement; provided that if all or -------- any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, Borrowers and any securities or other property of the Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower Borrowers to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to any of the Borrower (subject, Borrowers and any securities or other property of any of the Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of any of the Borrower Borrowers to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of any of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from any of the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or Reimbursement Obligations owing to owed to, such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks Lenders to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Lender may be applied to or setoff set off by such Bank Lender against the payment of the Obligations owing (whether or not then due and payable) of the Borrower to such BankLender. Each of the Banks Lenders agrees with each other Bank Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than Indebtedness evidenced by the Revolving Credit Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender and (b) if such Bank Lender shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank Lender any amount in excess of its ratable portion of the payments received by all of the Banks Lenders with respect to the Obligations owed to Revolving Credit Notes held by all of the BanksLenders, such Bank Lender will make such disposition and arrangements with the other Banks Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank Lender receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such BankLender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of Borrower in the case possession of State Streetsuch Bank, other than amounts required to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained inbe maintained by law, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) may be applied in accordance with applicable law to or setoff by such Bank set off against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Revolving Credit Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Revolving Credit Note or Revolving Credit Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Revolving Credit Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Revolving Credit Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Revolving Credit Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, Borrowers and any securities or other property of the Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower Borrowers to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from any of the Borrower Borrowers or the Parent, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. For purposes of this Section 14, the term "Bank" shall include the Issuing Bank.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any investment securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank Bank, with notice to the Borrower, against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, then due, now existing or hereafter arising, of the Borrower to such BankBank under the Credit Agreement. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, or constituting Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it or the Reimbursement Obligations owing owed to it it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, the Borrowers acknowledge that by operation of applicable law any deposits or other sums credited by or due from any of the Banks to the a Borrower (subject, and any securities or other property of a Borrower in the case possession of State Street, to such Bank or any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) affiliate may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the a Borrower to such Bank. Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower a Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank Bank, by proceedings against the a Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Without demand or notice, during the continuance of any Event of Default, any deposits in any account (general or other sums credited by specific, time or due from any demand, provisional or final, regardless of currency, maturity, or the branch at which such deposits are held) in the possession of the Banks to the Borrower (subjectAgent or a Bank, other than those accounts in the case possession of State Street, First Union National Bank which relate to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, currently existing secured financing between the Borrower and one or more third parties or (ii) entered into hereafter among the CustodianFirst Union National Bank, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) may be applied to or setoff by such Bank set off against the payment of the Obligations of the Borrower to such BankObligations. Each of the Banks agrees with each other Bank that (a) if pursuant to any agreement between such Bank and the Borrower (other than this Agreement or any other Loan Document, an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than with respect to the Obligations, such amount shall be applied ratably to such other Indebtedness and to the Obligations, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a claim based on the Obligations owing to such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by, and Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise otherwise, as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it, or Reimbursement Obligations owing owed to it it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Bank shall exercise a right of setoff if such exercise would limit or prevent the exercise of any other remedy or other recourse against the Borrower.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any an Event of Default, any deposits or other sums credited by or due from any Bank to the Borrowers and any securities or other property of the Banks to the Borrower (subject, Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff by such Bank set off against the payment of the Obligations obligations of the Borrower Borrowers hereunder and under the Note and any and all other liabilities, direct, or indirect, absolute or contingent, due or to such Bankbecome due, now existing or hereafter arising, of the Borrowers to the Banks. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from any of the Borrower Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Revolving Credit Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any a Default or Event of Default, any deposits or other sums credited by or due from any of the Banks or any of their affiliates to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to such Bank or any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) its affiliates may be applied to or setoff by such Bank set off against the payment of the Obligations of the Borrower to such Bank. Each Bank agrees with the other Banks that (a) if an amount to be set off is to be applied to indebtedness of the Banks agrees with each Borrower to a Bank or any of its affiliates other than indebtedness evidenced by this Agreement, such amount shall be applied ratably to such other indebtedness and to the indebtedness evidenced hereby, and (b) if a Bank that if such Bank or any of its affiliates shall receive from the Borrower whether by voluntary payment, exercise of the right of setoffset-off, counterclaim, cross action, or enforcement of a the claim based on the Obligations owing to such Bank evidenced by this Agreement by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to such Bank any amount in excess of its ratable portion (based on each Bank’s outstanding Loans) of the payments received by all of the Banks with in respect to the Obligations owed to all of the BanksObligations, such Bank or its affiliate will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it its proportionate payment as contemplated by this Agreement; provided that if . Each Bank agrees to notify the Administrative Agent promptly upon any set-off of any amounts so set off. If all or any part of the amount of any excess payment described in clause (b) above is thereafter received by, or for the account of, the Borrower from the Bank or any of its affiliates making such excess payment is thereafter recovered from payment, each of the remaining Banks shall restore to such Bank, Bank the amounts previously shared by such disposition and arrangements shall be rescinded and Bank or any of its affiliates with such remaining interest on the amount restored to the extent of such recovery, but without interestso restored.

Setoff. During Regardless of the adequacy of any Collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to any of the Borrower (subject, Borrowers and any securities or other property of any of the Borrowers in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of any of the Borrower Borrowers to such Bank. Each of the Banks agrees with each other Bank that (i) if an amount to be set off is to be applied to Indebtedness of any Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, the Australian Revolving Credit Loan Accounts held by the Australian Agent on its behalf, or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, such Australian Revolving Credit Loan Accounts held by the Australian Agent on its behalf, or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive from the Borrower such Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based evidenced by the Notes held by such Bank or the Australian Revolving Credit Loan Accounts held by the Australian Agent on the its behalf, or constituting Reimbursement Obligations owing owed to such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Loans made by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Loans made by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, --- ----- subrogation or otherwise as shall result in each Bank receiving in respect of the Loans made by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any -------- part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Notes held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto --- ----- assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owing to it owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter -------- recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, and any securities or other property of the Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank, and (b) if such Bank shall receive from the Borrower Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Obligations owing to Revolving Credit Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to Revolving Credit Note or Revolving Credit Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to Revolving Credit Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto --- ----- assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it Revolving Credit Notes held by its proportionate payment as contemplated by this Credit Agreement; provided that if all or any -------- part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. During Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the any Borrower (subject, and any securities or other property of any Borrower in the case possession of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) Bank may be applied to or setoff set off by such Bank against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the any Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of any Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes or loan accounts held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes and loan accounts held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a the claim based on evidenced by the Revolving Credit Notes or loan accounts held by, or constituting Reimbursement Obligations owing to owed to, such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note, Revolving Credit Notes or loan accounts held by, or Reimbursement Obligations owing to owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes or loan accounts held by, and Reimbursement Obligations owed to to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to Revolving Credit Notes and loan accounts held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.