Common use of Setoff Clause in Contracts

Setoff. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Setoff. Each Lender agrees that if it shall, by exercising In addition to any right of set-off or counterclaim or otherwise, receive payment of a proportion rights and remedies of the aggregate amount Lenders provided by Law, upon the occurrence and during the continuance of principal any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and interest then due with respect from time to time, without prior notice to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by Borrower or any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by Loan Party, any such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held notice being waived by the Borrower (on its own behalf and on behalf of each other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Loan Party) to the fullest extent it may effectively do so permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under applicable lawany other Loan Document, that any holder now or hereafter existing, irrespective of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.17 and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of set-off or counterclaim the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights with respect to and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationLender may have.

Setoff. Regardless of the adequacy of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of 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 Guarantors to such Lender. Each of the Lenders agrees with each other Lender agrees that if it shallsuch Lender shall receive from the Borrower or a Guarantor, whether by exercising any voluntary payment, exercise of the right of set-off or counterclaim setoff, or otherwise, receive and shall retain and apply to the payment of a proportion the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the aggregate amount payments received by all of principal and interest then due the Lenders with respect to the Loans and Letter of Credit Liabilities Notes held by it which is greater than all of the proportion received Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by any other way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the aggregate 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 Lender, such disposition and arrangements shall be rescinded and the amount of principal and interest then due with respect restored to the Loans and Letter extent of Credit Liabilities held such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other Lender, funds and deemed held in trust for the Lender receiving such proportionately greater payment shall purchase such participations in benefit of the Loans Agent and Letter of Credit Liabilities held by the other Lenders, and (b) such other adjustments Defaulting Lender shall be made, as may be required so that all such payments of principal and interest with respect provide promptly to the Loans and Letter of Credit Liabilities held by Agent a statement describing in reasonable detail the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the Obligations owing to such Defaulting Lender as to which it exercised such right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender agrees or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that if it shall, by exercising in the event that any Defaulting Lender shall exercise any such right of set-setoff, (i) all amounts so set off or counterclaim or otherwiseshall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.22 and, receive payment of a proportion pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderAgent, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans L/C Issuer and Letter of Credit Liabilities held by the other Lenders, and such other adjustments (ii) the Defaulting Lender shall be made, as may be required so that all such payments of principal and interest with respect provide promptly to the Loans Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and Letter their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of Credit Liabilities held by setoff) that such Lender, L/C Issuer or their respective Affiliates may have. Each Lender and the Lenders shall be shared by L/C Issuer agrees to notify the Lenders pro rata; Borrower and the Agent promptly after any such setoff and application, provided that nothing in this Section the failure to give such notice shall impair not affect the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount validity of such participationsetoff and application.

Setoff. 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 where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to any Credit Party and any securities or other property of such parties in the possession of such Lender or any Affiliate may, without notice to any Credit Party (any such notice being expressly waived) but with the prior written approval of Agent, be applied to or set off against the payment of 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 Credit Parties. Each of the Lenders agrees with each other Lender agrees that if it shallsuch Lender shall receive from a Credit Party, whether by exercising any voluntary payment, exercise of the right of set-off or counterclaim setoff, or otherwise, receive and shall retain and apply to the payment of a proportion the Note or Notes held by such Lender any amount in excess of its ratable portion of the aggregate amount payments received by all of principal and interest then due the Lenders with respect to the Loans and Letter of Credit Liabilities Notes held by it which is greater than all of the proportion received Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by any other way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the aggregate 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 Lender, such disposition and arrangements shall be rescinded and the amount of principal and interest then due with respect restored to the Loans and Letter extent of Credit Liabilities held such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other Lender, funds and deemed held in trust for the Lender receiving such proportionately greater payment shall purchase such participations in benefit of the Loans Agent and Letter of Credit Liabilities held by the other Lenders, and such other adjustments (b) the Defaulting Lender shall be made, as may be required so that all such payments of principal and interest with respect provide promptly to the Loans and Letter of Credit Liabilities held by Agent a statement describing in reasonable detail the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the Obligations owing to such Defaulting Lender as to which it exercised such right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender Borrower agrees that if it shallthat, by exercising in addition to (and without limitation of) any right of set-off setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank and its Affiliates shall be entitled, at its option, to offset balances (general or otherwisespecial, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities time or demand, provisional or final) held by it for the account of Borrower at any of such Bank’s or such Affiliate’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank or such Affiliate under this Agreement or such Bank’s Note, or any other Loan Document which is greater than the proportion received by any other Lender in respect not paid when due (regardless of the aggregate amount of principal and interest whether such balances are then due with respect to the Loans Borrower), in which case it shall promptly notify Borrower and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataAdministrative Agent thereof; provided that nothing such Bank’s or such Affiliate’s failure to give such notice shall not affect the validity thereof, and provided further, that in this Section the event that any Defaulting Lender shall impair the exercise any such right of any setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks, and (y) the Defaulting Lender shall provide promptly to exercise any the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off setoff. Payments by Borrower hereunder or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a other Loan Documents shall be made without setoff or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationcounterclaim.

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 where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to the Borrowers and any securities or other property of the Borrowers in the possession of such Lender or any Affiliate may, without notice to any Borrower (any such notice being expressly waived by the Borrowers) but with the prior written approval of Agent, be applied to or set off against the payment of 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 Borrowers to such Lender. Each Lender agrees with each other Lender that if it shallsuch Lender shall receive from a Borrower, whether by exercising any voluntary payment, exercise of the right of set-off or counterclaim setoff, or otherwise, receive and shall retain and apply to the payment of a proportion the Note or Notes held by such Lender any amount in excess of its ratable portion of the aggregate amount of principal and interest then due payments received by all Lenders with respect to the Loans and Letter of Credit Liabilities Notes held by it which is greater than all Lenders, such Lender will make such disposition and arrangements with the proportion received other Lenders with respect to such excess, either by any other way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities Notes held by such other Lender, the Lender receiving such proportionately greater it its proportionate payment shall purchase such participations in the Loans and Letter of Credit Liabilities held as contemplated by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro ratathis Agreement; provided that nothing in this Section if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have be rescinded and to apply the amount subject to such exercise restored to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationrecovery, but without interest. §14 AGENT.

Setoff. Each Lender agrees that if it shall, by exercising In addition to any right of set-off or counterclaim or otherwise, receive payment of a proportion rights and remedies of the aggregate amount of principal Banks provided by law, if the any Borrower becomes insolvent, however evidenced, or any Default occurs and interest then due with respect is continuing, each Bank is authorized at any time and from time to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by time, without prior notice to such Borrower, any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held such notice being waived by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable permitted by law, that to set off and apply any holder and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Bank to or for the credit or the account of a participation in a Loan the Borrowers against any and all Obligations owing to such Bank, now or Letter hereafter existing, irrespective of Credit Liability, whether or not acquired pursuant the Administrative Agent or such Bank shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured; provided that, in the event that any Defaulting Bank shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.8 and, may exercise rights pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks, and (b) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. Each Bank agrees promptly to notify the Company and the Administrative Agent after any such set-off or counterclaim and other rights with respect application made by such Bank; provided, however, that the failure to give such participation as fully as if such holder of a participation were a direct creditor of notice shall not affect the Borrower in the amount validity of such participationset-off and application.

Setoff. Each The Borrower hereby grants each Lender agrees that if it shalla security interest in all deposits, by exercising any right of set-off credits and deposit accounts (including all account balances, whether provisional or counterclaim final and whether or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off not collected or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness available) of the Borrower other than its indebtedness under with such Lender or any Affiliate of such Lender (the Agreement“Deposits”) to secure the Obligations. The Borrower agreesIn addition to, to and without limitation of, any rights of the fullest extent it may effectively do so Lenders under applicable law, that if the Borrower becomes insolvent, however evidenced, or any holder Event of a participation in a Loan or Letter Default occurs, Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of Credit Liabilitythe Obligations owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of setoff, (y) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.18 and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent and other rights with respect the Lenders, and (z) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. To the extent permitted by applicable law, 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 or any of their respective Affiliates to any Borrower and any securities or other property of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such other designation as may be specified under such rule or any successor provision)) may be applied to or set off by such Bank or such Affiliate against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of such Borrower to such Bank; provided, that in the event that any Defaulting Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.13 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Bank, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. Each Lender of the Banks agrees with each other Bank that if it shallsuch Bank shall receive from any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations held by such Bank by Proceedings against any Borrower, by exercising any right of set-off proof thereof in bankruptcy, reorganization, liquidation, receivership, or counterclaim similar Proceedings, or otherwise, receive and shall retain and apply to the payment of a proportion the Obligations held by such Bank, any amount in excess of its ratable portion of the aggregate amount payments received by all of principal and interest then due the Banks with respect to the Loans and Letter of Credit Liabilities Obligations held by it which is greater all of the Banks (exclusive of payments to be made for the account of less than all of the proportion received Banks as provided in Sections 2.13, 3.2.2, 4.6, 4.7, 4.9 and 4.11), such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by any other Lender way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities Obligations held by such other Lenderit, the Lender receiving such proportionately greater its proportionate payment shall purchase such participations in the Loans and Letter of as contemplated by this Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataAgreement; provided that nothing in this Section if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have be rescinded and to apply the amount subject to such exercise restored to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationrecovery, but without interest.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal Lenders under Applicable Law, from and interest then due with respect after the date that the Obligations have been accelerated pursuant to Section 8.1.1 (and for so long as such acceleration has not been rescinded by the Loans Required Lenders), any and Letter of Credit Liabilities all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held by it which is greater than the proportion received or owing by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right or any Affiliate of any Lender to exercise any right or for the credit or account of set-off or counterclaim it the Borrower may have be offset and to apply the amount subject to such exercise to applied toward the payment of indebtedness the Obligations owing to such Lender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Borrower other than its indebtedness under Agent and the Agreement. The Borrower agreesLenders, and (y) the Defaulting Lender shall provide promptly to the fullest extent it may effectively do so under applicable law, that any holder of Agent a participation statement describing in a Loan or Letter of Credit Liability, whether or not acquired pursuant to reasonable detail the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of setoff. Each Lender agrees to notify the Borrower in and the amount Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such participationsetoff and application.

Setoff. Each Lender Upon the occurrence of an Event of Default, to the extent permitted or not expressly prohibited by applicable law, Borrower agrees that if it shallthat, by exercising in addition to (and without limitation of) any right of set-off setoff, bankers’ lien or counterclaim or otherwisea Bank may otherwise have, receive payment of a proportion each Bank shall be entitled, subject to receipt of the aggregate amount prior written consent of principal and interest then due with respect the Required Banks exercised in their sole discretion, to the Loans and Letter of Credit Liabilities offset balances (general or special, time or demand, provisional or final) held by it for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this Agreement or such Bank’s Notes, or any other Loan Document, which is greater than the proportion received by any other Lender in respect not paid when due (regardless of the aggregate amount of principal and interest whether such balances are then due with respect to the Loans Borrower or General Partner), in which case it shall promptly notify Borrower and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataAdministrative Agent thereof; provided that nothing such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in this Section Section, if any Defaulting Lender shall impair the exercise any such right of any setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 12.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, the Fronting Banks and the Banks and (y) the Defaulting Lender shall provide promptly to exercise any Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender Borrower agrees that if it shallthat, by exercising in addition to (and without limitation of) any right of set-off setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances (general or otherwisespecial, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities time or demand, provisional or final) held by it for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this Agreement or such Bank’s Note(s), or any other Loan Document which is greater than the proportion received by any other Lender in respect not paid when due (regardless of the aggregate amount of principal and interest whether such balances are then due with respect to the Loans Borrower), in which case it shall promptly notify Borrower and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataAdministrative Agent thereof; provided that nothing such Bank’s failure to give such notice shall not affect the validity thereof, and provided further, that in this Section the event that any Defaulting Lender shall impair the exercise any such right of any setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks, and (y) the Defaulting Lender shall provide promptly to exercise any the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off setoff. Payments by Borrower hereunder or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a other Loan Documents shall be made without setoff or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationcounterclaim.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount Lenders under Applicable Law, if the Borrower becomes insolvent, however evidenced, or any Event of principal Default occurs and interest then due is continuing, the Borrower authorizes each Lender and each of their respective Affiliates, with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect prior written consent of the aggregate amount Administrative Agent, to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of principal and interest then due the Borrower with respect to the Loans and Letter such Lender or any of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to its Affiliates (“Deposits”) toward the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Lender, whether or not acquired pursuant the Obligations, or any part thereof, are contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such Deposit, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided that if any Defaulting Lender exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.23(d) and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent and other rights with respect the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees that if it shall, by exercising In addition to any right of set-off or counterclaim or otherwise, receive payment of a proportion rights and remedies of the aggregate amount of principal Banks provided by law, if the Borrower becomes insolvent, however evidenced, or any Default occurs and interest then due with respect is continuing, each Bank is authorized at any time and from time to time, without prior notice to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by Borrower, any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held notice being waived by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable permitted by law, that to set off and apply any holder and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Bank to or for the credit or the account of a participation in a Loan the Borrower against any and all Obligations owing to such Bank, now or Letter hereafter existing, irrespective of Credit Liability, whether or not acquired pursuant the Administrative Agent or such Bank shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured; provided that, in the event that any Defaulting Bank shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.8 and, may exercise rights pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks, and (b) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. Each Bank agrees promptly to notify the Borrower and the Administrative Agent after any such set-off or counterclaim and other rights with respect application made by such Bank; provided, however, that the failure to give such participation as fully as if such holder of a participation were a direct creditor of notice shall not affect the Borrower in the amount validity of such participationset-off and application.

Setoff. Each Lender agrees that if it shallWithout limitation of, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that if the Borrower becomes insolvent, however evidenced, or any holder Event of a participation Default occurs, Borrower authorizes each Lender to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available, but in a Loan all events excluding amounts held in Customer Deposit Accounts) of the Borrower with such Lender or Letter any Affiliate of Credit Liabilitysuch Lender (the “Deposits”) toward the payment of the Obligations owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of setoff, (a) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.22 and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent, the LC Issuer, and other rights with respect the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of principal Default under Section 7.2 occurs and interest then due with respect to the Loans is continuing, any and Letter of Credit Liabilities all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held by it which is greater than the proportion received or owing by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right or any Affiliate of any Lender to exercise any right or for the credit or account of set-off or counterclaim it such Borrower may have be offset and to apply the amount subject to such exercise to applied toward the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due; provided that this Section 12.1 shall not apply to amounts attributable or in any way related to the foregoing arrangementsclearing and settlement of Visa card products or travelers checks or any other transaction for which any Borrower performs clearing or settlement services; and provided further, may that in the event that any Defaulting Lender shall exercise rights any such right of setoff, (a) all amounts so set off shall be paid over by such Defaulting Lender immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.29 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set-off or counterclaim and other rights with respect application; provided that the failure to give such participation as fully as if such holder of a participation were a direct creditor of notice shall not affect the Borrower in the amount validity of such participationset-off and application.

Setoff. Each The Borrower hereby grants each Lender agrees that if it shalla security interest in all deposits, by exercising any right of set-off credits and deposit accounts (including all account balances, whether provisional or counterclaim final and whether or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off not collected or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness available) of the Borrower other than its indebtedness under with such Lender or any Affiliate of such Lender (the Agreement“Deposits”) to secure the Obligations. The Borrower agreesIn addition to, to and without limitation of, any rights of the fullest extent it may effectively do so Lenders under applicable law, that if the Borrower becomes insolvent, however evidenced, or any holder Event of a participation in a Loan or Letter Default occurs, Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of Credit Liabilitythe Obligations owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.22 and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent, the LC Issuer, and other rights with respect the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees that if it shallSubject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, by exercising the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any right Lender, and each Participant, at any time while an Event of set-off Default exists, without notice to the Borrower or counterclaim or otherwiseto any other Person, receive payment any such notice being hereby expressly waived, but in the case of a proportion Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the aggregate amount prior written consent of principal the Requisite Lenders exercised in their sole discretion, to set off and interest then due with respect to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured)(other than deposits of an unaffiliated third party) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender, any Affiliate of the Administrative Agent or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and Letter all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2, and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of Credit Liabilities setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held by it which is greater than in trust for the proportion received by any other Lender in respect benefit of the aggregate amount of principal Administrative Agent and interest then due with respect the Lenders and (y) such Defaulting Lender shall provide promptly to the Loans and Letter of Credit Liabilities held by Administrative Agent a statement describing in reasonable detail the Obligations owing to such other Lender, the Defaulting Lender receiving as to which it exercised such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Subject to Section 10.19, if an Event of Default shall have occurred and be continuing, each Lender agrees that if it shallis hereby authorized at any time and from time to time, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion after obtaining the prior written consent of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held Administrative Agent (as directed by the other Required Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees), to the fullest extent it may effectively do so under permitted by applicable law, that to set off and apply any holder and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender to or for the credit or the account of a participation in a any Loan Party against any and all of the obligations of such Loan Party then due and payable under this Agreement or Letter any other Loan Document to such Lender, irrespective of Credit Liability, whether or not acquired pursuant such Lender shall have made any demand under this Agreement or any other Loan Document; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.17 and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, and the Secured Parties, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Lender under this Section 10.10 are in addition to other rights with respect and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to such participation as fully as if such holder of a participation were a direct creditor of notify the Borrower and the Administrative Agent in writing promptly after any such setoff and application, provided that the amount failure to give such notice shall not affect the validity of such participationsetoff and application.

Setoff. Each If an Event of Default shall have occurred and be continuing, each Lender agrees that if it shall, by exercising and each of its Affiliates is hereby authorized at any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal time and interest then due with respect from time to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agreestime, to the fullest extent it may effectively do so under permitted by applicable law, that to set off and apply any holder and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of a participation in a Loan any Guarantor against any of and all the Obligations held by such Lender or Letter any of Credit Liabilityits Affiliates which are then due and payable, irrespective of whether or not acquired pursuant such Lender or Affiliate shall have made any demand under this Guarantee and although any of the Obligations is owed to a branch, office or Affiliate of such Lender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the terms hereof and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim each Lender and its Affiliates under this Article XI are in addition to other rights with respect and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees to promptly notify the applicable Guarantor and the Administrative Agent after any such participation as fully as if setoff and application by such holder of a participation were a direct creditor of Lender, provided that the Borrower in failure to give such notice shall not affect the amount validity of such participationsetoff and application.

Setoff. Each If an Event of Default shall have occurred and be continuing, the Borrower authorizes each Lender agrees that if it shallto setoff and apply any and all deposits (general or special, by exercising any right of set-off time or counterclaim demand, in whatever currency denominated, including all account balances, whether provisional or otherwisefinal and whether or not collected or available, receive payment but excluding deposits held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to third party) toward the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that (a) promptly after any such setoff and application such Lender shall give notice to the foregoing arrangementsBorrower (provided further that any failure to give such notice shall not affect the validity of such setoff and application under this Section), may and (b) in the event that any Defaulting Lender shall exercise rights such right of set-setoff, (x) all amounts so set off or counterclaim shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and other rights with respect deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

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 where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to the Borrowers and any securities or other property of the Borrowers in the possession of such Lender or any Affiliate may, without notice to any Borrower (any such notice being expressly waived by Borrowers) but with the prior written approval of Agent, be applied to or set off against the payment of 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 Borrowers to such Lender. Each of the Lenders agrees with each other Lender agrees that if it shallsuch Lender shall receive from a Borrower, whether by exercising any voluntary payment, exercise of the right of set-off or counterclaim setoff, or otherwise, receive and shall retain and apply to the payment of a proportion the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the aggregate amount payments received by all of principal and interest then due the Lenders with respect to the Loans and Letter of Credit Liabilities Notes held by it which is greater than all of the proportion received Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by any other way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities Notes held by such other Lender, the Lender receiving such proportionately greater it its proportionate payment shall purchase such participations in the Loans and Letter of Credit Liabilities held as contemplated by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro ratathis Agreement; provided that nothing in this Section if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have be rescinded and to apply the amount subject to such exercise restored to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationrecovery, but without interest.

Setoff. 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 where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to the Borrowers and any securities or other property of the Borrowers in the possession of such Lender or any Affiliate may, without notice to any Borrower (any such notice being expressly waived by Borrowers) but with the prior written approval of Agent, be applied to or set off against the payment of 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 Borrowers to such Lender. Each of the Lenders agrees with each other Lender agrees that if it shallsuch Lender shall receive from a Borrower, whether by exercising any voluntary payment, exercise of the right of set-off or counterclaim setoff, or otherwise, receive and shall retain and apply to the payment of a proportion the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the aggregate amount payments received by all of principal and interest then due the Lenders with respect to the Loans and Letter of Credit Liabilities Notes held by it which is greater than all of the proportion received Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by any other way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities Notes held by such other Lender, the Lender receiving such proportionately greater it its proportionate payment shall purchase such participations in the Loans and Letter of Credit Liabilities held as contemplated by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro ratathis Agreement; provided that nothing in this Section if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have be rescinded and to apply the amount subject to such exercise restored to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationrecovery, but without interest.

Setoff. Each Lender Upon the occurrence of an Event of Default, to the extent permitted or not expressly prohibited by applicable law, B▇▇▇▇▇▇▇ agrees that if it shallthat, by exercising in addition to (and without limitation of) any right of set-off setoff, bankers’ lien or counterclaim or otherwisea Bank may otherwise have, receive payment of a proportion each Bank shall be entitled, subject to receipt of the aggregate amount prior written consent of principal and interest then due with respect the Required Banks exercised in their sole discretion, to the Loans and Letter of Credit Liabilities offset balances (general or special, time or demand, provisional or final) held by it for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this Agreement or such Bank’s Notes, or any other Loan Document, which is greater than the proportion received by any other Lender in respect not paid when due (regardless of the aggregate amount of principal and interest whether such balances are then due with respect to the Loans Borrower or General Partner), in which case it shall promptly notify Borrower and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataAdministrative Agent thereof; provided that nothing such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in this Section Section, if any Defaulting Lender shall impair the exercise any such right of any setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 12.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and the Banks and (y) the Defaulting Lender shall provide promptly to exercise any Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of principal Default under Section 7.2 occurs and interest then due with respect to the Loans is continuing, any and Letter of Credit Liabilities all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held by it which is greater than the proportion received or owing by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right or any Affiliate of any Lender to exercise any right or for the credit or account of set-off or counterclaim it such Borrower may have be offset and to apply the amount subject to such exercise to applied toward the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due; provided that this Section 12.1 shall not apply to amounts attributable or in any way related to the foregoing arrangementsclearing and settlement of Visa card products or travelers checks or any other transaction for which any Borrower performs clearing or settlement services; and provided further, may that in the event that any Defaulting Lender shall exercise rights any such right of setoff, (a) all amounts so set off shall be paid over by such Defaulting Lender immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.28 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set-off or counterclaim and other rights with respect application; provided that the failure to give such participation as fully as if such holder of a participation were a direct creditor of notice shall not affect the Borrower in the amount validity of such participationset-off and application.

Setoff. Each Lender agrees that if it shall, by exercising Without limitation of any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that if the Borrower becomes insolvent, however evidenced, or any holder Event of a participation Default occurs, Borrower authorizes each Lender, with the prior written consent of the Administrative Agent, to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available, but in a Loan all events excluding amounts held in Customer Deposit Accounts) of the Borrower with such Lender or Letter any Affiliate of Credit Liabilitysuch Lender (the “Deposits”) toward the payment of the Obligations owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, are contingent or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of setoff, (a) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.22 and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent, the LC Issuer, and other rights with respect the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that if the Borrower becomes insolvent, however evidenced, or any holder Default occurs, after obtaining the prior written consent of a participation in a Loan the Administrative Agent, any and all deposits (including all account balances, whether provisional or Letter of Credit Liability, final and whether or not acquired pursuant collected or available) and any other Indebtedness at any time held or owing by any Lender, any Issuer, the Swing Line Lender or any such Affiliate to or for the foregoing arrangements, may exercise rights of set-off credit or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, the Issuer or the Swing Line Lender whether or not the Obligations, or any part hereof, shall then be due; provided, that in the amount event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuer and the Swing Line Lender agree to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such participationsetoff and application.

Setoff. Each The Borrower hereby grants each Lender agrees that if it shalla security interest in all deposits, by exercising any right of set-off credits and deposit accounts (including all account balances, whether provisional or counterclaim final and whether or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off not collected or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness available) of the Borrower other than its indebtedness under with such Lender or any Affiliate of such Lender (the Agreement“Deposits”) to secure the Obligations. The Borrower agreesIn addition to, to and without limitation of, any rights of the fullest extent it may effectively do so Lenders under applicable law, that if any holder Event of a participation in a Loan or Letter Default occurs and is continuing, Borrower authorizes each Lender, with the prior written consent of Credit Liabilitythe Administrative Agent, to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.22 and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent, the LC Issuer, and other rights with respect the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender The Company agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal Administrative Agent and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other each Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that have all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the Company agrees that at any time any Event of Default exists, the Administrative Agent, each Lender and, to the extent permitted by applicable law, any Affiliate thereof, may apply to the payment of any obligations of the Borrowers hereunder, whether or counterclaim not then due, any and all balances, credits, deposits, accounts or moneys of the Borrowers then or thereafter with the Administrative Agent, such Lender or such Affiliate; provided that if any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other rights funds and deemed held in trust for the benefit of the Administrative Agent, each Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrowers as to which it exercised such right of set-off; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount any Excluded Swap Obligations of such participationGuarantor. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or such Affiliate; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Setoff. Each Lender agrees that if it shall, by exercising In addition to any right of set-off or counterclaim or otherwise, receive payment of a proportion rights and remedies of the aggregate amount Administrative Agent and the Lenders provided by Law, upon the occurrence and during the continuance of principal any Event of Default, each Lender and interest then due with respect its Affiliates and the Administrative Agent and its Affiliates is authorized at any time and from time to time, without prior notice to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by Borrower or any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by Loan Party, any such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held notice being waived by the other Lenders, Borrower (on its own behalf and such other adjustments shall be made, as may be required so that all such payments on behalf of principal each Loan Party and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Subsidiaries) to the fullest extent it permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and. other Indebtedness at any time owing by, such Lender and its Affiliates or the Administrative Agent and its Affiliates, as the case may effectively do so be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Administrative Agent and its Affiliates hereunder or under applicable lawany other Loan Document, that any holder now or hereafter existing, irrespective of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant the Administrative Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender and the Administrative Agent agrees promptly to notify the foregoing arrangementsBorrower and the Administrative Agent after any such set off and application made by such Lender or the Administrative Agent, as the case may exercise be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of set-off or counterclaim the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights with respect to and remedies (including other rights of setoff) that the Administrative Agent and such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationLender may have.

Setoff. Each If an Event of Default shall have occurred and be continuing, each Lender agrees that if it shallis hereby authorized at any time and from time to time, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion after obtaining the prior written consent of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agreesAdministrative Agent, to the fullest extent it may effectively do so under permitted by applicable law, that to set off and apply any holder and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender to or for the credit or the account of a participation in a any Loan Party against any and all of the obligations of such Loan Party then due and payable under this Agreement or Letter any other Loan Document to such Lender, irrespective of Credit Liability, whether or not acquired pursuant such Lender shall have made any demand under this Agreement or any other Loan Document; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.17 and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Lender under this Section 10.10 are in addition to other rights with respect and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to such participation as fully as if such holder of a participation were a direct creditor of notify the Borrower in and the amount Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such participationsetoff and application.

Setoff. To the extent permitted by applicable law, 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 or any of their respective Affiliates to any Borrower and any securities or other property of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such other designation as may be specified under such rule or any successor provision)) may be applied to or set off by such Bank or such Affiliate against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of such Borrower to such Bank; provided, that in the event that any Defaulting Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.13 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Bank, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. Each Lender of the Banks agrees with each other Bank that if it shallsuch Bank shall receive from any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations held by such Bank by Proceedings against any Borrower, by exercising any right of set-off proof thereof in bankruptcy, reorganization, liquidation, receivership, or counterclaim similar Proceedings, or otherwise, receive and shall retain and apply to the payment of a proportion the Obligations held by such Bank, any amount in excess of its ratable portion of the aggregate amount payments received by all of principal and interest then due the Banks with respect to the Loans and Letter of Credit Liabilities Obligations held by it which is greater all of the Banks (exclusive of payments to be made for the account of less than all of the proportion received Banks as provided in Sections 2.13, 3.2.2, 4.6, 4.7, 4.9 and 4.11), such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by any other Lender way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities Obligations held by such other Lenderit, the Lender receiving such proportionately greater its proportionate payment shall purchase such participations in the Loans and Letter of as contemplated by this Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataAgreement; provided that nothing in this Section if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have be rescinded and to apply the amount subject to such exercise restored to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.recovery, but without interest. 61 AMERICAS/2023306744.4

Setoff. 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 Agent or any of Lenders to any of the Loan Parties and any securities or other property of the Loan Parties in the possession of Agent or any Lender may be applied to or setoff against the payment of 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 Loan Parties, to such Lender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so setoff shall be paid over immediately to Agent for further application in accordance with the provisions of §14.5 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Upon the occurrence and during the continuance of an Event of Default, any Lender, including Agent, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees that if it shall, by exercising to notify Borrower and Agent promptly after any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal such setoff and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataapplication; provided that nothing in this Section the failure to give such notice shall impair not affect the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount validity of such participationsetoff and application.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount Lenders under Applicable Law, if the Borrower becomes insolvent, however evidenced, or any Event of principal Default occurs and interest then due is continuing, the Borrower authorizes each Lender, each LC Issuer, and each of their respective Affiliates, with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect prior written consent of the aggregate amount Administrative Agent, to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of principal and interest then due the Borrower with respect to such Lender or any Affiliate of such Lender (the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to “Deposits”) toward the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Lender, whether or not acquired pursuant the Obligations, or any part thereof, are contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such LC Issuer different from the branch office or Affiliate holding such Deposit, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided that if any Defaulting Lender exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.22(d) and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent, the LC Issuers, and other rights with respect the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees that if it shall(a) Subject to Section 3.03 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, by exercising the Borrower hereby authorizes the Agent, each Lender, each Affiliate of the Agent or any right Lender, and each Participant, at any time or from time to time while an Event of set-off Default exists, without notice to the Borrower or counterclaim or otherwiseto any other Person, receive payment any such notice being hereby expressly waived, but in the case of a proportion Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the aggregate amount prior written consent of principal the Requisite Lenders exercised in their sole discretion, to set off and interest then due with respect to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender, any Affiliate of the Agent or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and Letter all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.02, and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of Credit Liabilities setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.09 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held by it which is greater than in trust for the proportion received by any other Lender in respect benefit of the aggregate amount of principal Agent and interest then due with respect the Lenders and (y) such Defaulting Lender shall provide promptly to the Loans and Letter of Credit Liabilities held by Agent a statement describing in reasonable detail the Obligations owing to such other Lender, the Defaulting Lender receiving as to which it exercised such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each In addition to any rights and remedies of the Lenders provided by law, each Lender agrees that if it shallshall have the right, but only with the prior consent of Agent, which consent may be granted or withheld by exercising Agent in its sole and absolute discretion, but without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon the occurrence and during the continuance of a Default or Event of Default, to set-off and apply against any indebtedness, whether matured or unmatured, of Borrower to such Lender, any amount owing from such Lender to Borrower, at or at any time after, the happening of any of the above mentioned events, and as security for such indebtedness, Borrower hereby grants to each Lender a continuing security interest in any and all deposits, accounts or moneys of Borrower then or thereafter maintained with such Lender, subject in each case to Section 2.10(b) hereof. The aforesaid right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held may be exercised by such other LenderLender against Borrower or against any trustee in bankruptcy, debtor in possession, assignee for the Lender receiving benefit of creditors, receiver or execution, judgment or attachment creditor of Borrower or against anyone else claiming through or against Borrower or such proportionately greater payment shall purchase trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may shall not have and to apply the amount subject to been exercised by such exercise Lender prior to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder occurrence of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.Default or

Setoff. Each Lender Upon the occurrence of an Event of Default, to the extent permitted or not expressly prohibited by applicable Law, Borrower agrees that if it shallthat, by exercising in addition to (and without limitation of) any right of set-off setoff, bankers’ lien or counterclaim or otherwisea Bank may otherwise have, receive payment of a proportion each Bank shall be entitled, at its option, but subject to receipt of the aggregate amount prior written consent of principal and interest then due with respect the Required Banks exercised in their sole discretion, to the Loans and Letter of Credit Liabilities offset balances (general or special, time or demand, provisional or final) held by it for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this Agreement or such Bank’s Note, or any other Loan Document, which is greater than the proportion received by any other Lender in respect not paid when due (regardless of the aggregate amount of principal and interest whether such balances are then due with respect to the Loans Borrower or General Partner), in which case it shall promptly notify Borrower and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataAdministrative Agent thereof; provided that nothing such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in this Section Section, if any Defaulting Lender shall impair the exercise any such right of any setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 12.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Fronting Banks and the Banks and (y) such Defaulting Lender shall provide promptly to exercise any the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees that if it shall, by exercising At any right time during an Event of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderDefault, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Administrative Agent, Lenders, and such other adjustments shall be made, as may be required so that all such payments any of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agreestheir Affiliates are authorized, to the fullest extent it may effectively do so under applicable lawpermitted by Applicable Law, that to set off and apply any holder and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Administrative Agent, such Lender or such Affiliate to or for the credit or the account of a participation in a Loan or Letter an Obligor against any Obligations, irrespective of Credit Liability, whether or not acquired pursuant the Administrative Agent, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of the Administrative Agent, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness, provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 4.2.1(b) and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim the Administrative Agent, each Lender and each such Affiliate under this Section are in addition to other rights with respect to and remedies (including other rights of setoff) that such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationPerson may have. NOTWITHSTANDING THE FOREGOING, NO LENDER AND NO PARTICIPANT SHALL EXERCISE ANY RIGHT OF SETOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY OBLIGOR HELD OR MAINTAINED BY SUCH PERSON WITHOUT THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.

Setoff. Each Lender agrees that if it shall, by exercising any right If (a) an Event of set-off or counterclaim or otherwise, receive payment of a proportion Default shall have occurred and be continuing and (b) the principal of the aggregate amount of principal Loans has been accelerated, each Lender is hereby authorized at any time and interest then due with respect from time to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agreestime, to the fullest extent it permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may effectively do so under applicable lawbe unmatured; provided, that any holder Lender exercising any right of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant set off shall provide promptly to the foregoing arrangementsBorrower a statement describing in reasonable detail the source and amount of any deposits or other obligations owing by such Lender and the Obligations owing to such Lender as to which it exercised such right of setoff; and provided, may further, that in the event that any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Lender under this Section are in addition to other rights with respect to and remedies (including other rights of setoff) which such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationLender may have.

Setoff. Each Lender The Company agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal Administrative Agent and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other each Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that have all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the Company agrees that at any time any Event of Default exists, the Administrative Agent, each Lender and, to the extent permitted by applicable law, any Affiliate thereof, may apply to the payment of any obligations of the Company hereunder, whether or counterclaim not then due, any and all balances, credits, deposits (excluding deposits held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party), accounts or moneys of the Company then or thereafter with the Administrative Agent, such Lender or such Affiliate; provided that if any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other rights funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Company as to which it exercised such right of set-off; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount any Excluded Swap Obligations of such participationGuarantor. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or such Affiliate; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Setoff. Each If an Event of Default shall have occurred and be continuing, each Lender agrees that if it shall, by exercising and the L/C Issuer is hereby authorized at any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal time and interest then due with respect from time to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agreestime, to the fullest extent it may effectively do so under permitted by applicable law, that to set off and apply any holder and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or the L/C Issuer to or for the credit or the account of a participation in a Loan any Permitted Affiliate against any and all of the obligations of the Permitted Affiliates now or Letter hereafter existing under this Payment Guaranty or any other Guarantor Document to such Lender or the L/C Issuer, irrespective of Credit Liability, whether or not acquired pursuant such Lender or the L/C Issuer shall have made any demand under this Payment Guaranty or any other Loan Document and although such obligations of such Permitted Affiliate may be contingent or unmatured or are owed to a branch or office of such Lender or the foregoing arrangements, may exercise L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of set-off or counterclaim each Lender and the L/C Issuer under this Section are in addition to other rights with respect and remedies (including other rights of setoff) that such Lender or the L/C Issuer may have. Each Lender and the L/C Issuer (by its acceptance hereof) agrees to notify the affected Permitted Affiliate and the Administrative Agent promptly after any such participation as fully as if setoff and application, provided that the failure to give such holder of a participation were a direct creditor of notice shall not affect the Borrower in the amount validity of such participationsetoff and application.

Setoff. Each Lender agrees that if it shall, To the extent permitted by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that regardless of the adequacy of any holder collateral, during the continuance of a participation in a Loan any Event of Default, any deposits or Letter other sums credited by or due from any of Credit Liability, whether the Banks or not acquired pursuant any of their respective Affiliates to the foregoing arrangements, may exercise rights of set-off Borrower and any securities or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor property of the Borrower in the amount possession of such participation.Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such other designation as may be specified under such rule or any successor provision)) may be applied to or set off by such Bank or such Affiliate against the payment of 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; provided, that in the event that any Defaulting Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.13 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Bank, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. 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, enforcement of the Obligations held by such Bank by Proceedings against the Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar Proceedings, or otherwise, and shall retain and apply to the payment of the Obligations 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 held by all of the Banks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 2.13, 3.2.2, 4.6, 4.7, 4.9 and 4.11), 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 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. AMERICAS/2024638354.7 AllianceBernstein

Setoff. Each The Borrower hereby grants each Lender agrees that if it shalla security interest in all deposits, by exercising any right of set-off credits and deposit accounts (including all account balances, whether provisional or counterclaim final and whether or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off not collected or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness available) of the Borrower other than its indebtedness under with such Lender or any Affiliate of such Lender (the Agreement“Deposits”). The Borrower agreesIn addition to, to and without limitation of, any rights of the fullest extent it may effectively do so Lenders under applicable law, that if the Borrower becomes insolvent, however evidenced, or any holder Event of a participation in a Loan or Letter Default occurs and is continuing, Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of Credit Liabilitythe Obligations owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.22 and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent, the LC Issuer, and other rights with respect the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Borrower hereby grants to Lender agrees that if it shalla security interest in, and Lender is hereby authorized at any time and from time to time, without prior notice to Borrower (any such notice being expressly waived by exercising the Borrower), to set off and apply, any right and all accounts and deposits (general or special, time or demand, provisional or final) at any time held by Lender, or any branch, subsidiary, or affiliate of set-off Lender, and all other indebtedness at any time owing by Lender or counterclaim any branch, subsidiary, or otherwiseaffiliate of Lender, receive payment to or for the credit or the account of Borrower (including all accounts held jointly with another, but excluding any ▇▇▇ or ▇▇▇▇▇ accounts, or any trust accounts for which a proportion security interest would be prohibited by law), against any and all of the aggregate amount Obligations of principal and Borrower now or hereafter existing under the Loan Documents. Such security interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lendersmay be enforced, and such other adjustments shall be made, as right of setoff may be required so that all such payments exercised, by Lender irrespective of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, (i) whether or not acquired pursuant Lender shall have made any demand under the Loan Documents and (ii) whether such Obligations are contingent, matured, or unmatured. Lender agrees promptly to notify Borrower after any such setoff and application, provided that the foregoing arrangements, may exercise failure to give such notice shall not affect the validity of such setoff and application. The rights of set-off or counterclaim and Lender under this paragraph are in addition to other rights with respect to such participation as fully as if such holder and remedies (including, without limitation, other rights of a participation were a direct creditor of the Borrower in the amount of such participationsetoff) which Lender may have.

Setoff. Each Lender agrees that if it shall, by exercising In addition to any right of set-off or counterclaim or otherwise, receive payment of a proportion rights and remedies of the aggregate amount Lenders provided by law, if an Event of principal Default exists, each Lender is authorized at any time and interest then due with respect from time to time, without prior notice to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by Borrowers, any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held notice being waived by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Borrowers to the fullest extent it may effectively do so under applicable permitted by law, that to set off and apply any holder and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing to, such Lender to or for the credit or the account of a participation in a Loan the Borrowers against any and all Obligations owing to such Lender, now or Letter hereafter existing, irrespective of Credit Liability, whether or not acquired pursuant the Agent or such Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrowers and the Agent after any such setoff and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 10.09 are in addition to the foregoing arrangements, may exercise other rights and remedies (including other rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of setoff) which the Borrower in the amount of such participationLender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWERS OR ANY SUBSIDIARY OF THE BORROWERS HELD OR MAINTAINED BY THE LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE MAJORITY LENDERS.

Setoff. Each Lender, Issuing Lender agrees that if it and their Affiliates shall, by exercising upon the occurrence and during the continuance of any right Event of set-off or counterclaim or otherwiseDefault described in clauses (g) and (h) of Section 9.1 or, receive payment of a proportion with the consent of the aggregate amount Required Lenders, upon the occurrence and during the continuance of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect Event of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderDefault, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair have the right of any Lender to exercise any right of set-off or counterclaim it may have appropriate and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, (whether or not acquired pursuant then due), any and all balances, credits, deposits, accounts or moneys of the Company then or thereafter maintained with such Secured Party; provided that, any such appropriation and application shall be subject to the foregoing arrangementsprovisions of Section 2.12. Each Lender and Issuing Lender agrees promptly to notify the Company and the Administrative Agent after any such appropriation and application made by such Person or its Affiliates; provided that, may exercise the failure to give such notice shall not affect the validity of such setoff and application; provided further that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.10 and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Secured Party under this Section are in addition to other rights with respect to and remedies (including other rights of setoff under law or otherwise) which such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationSecured Party may have.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount Lenders under Applicable Law, if any Event of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Default occurs, each Guarantor authorizes each Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersIssuing Bank, and each of their respective Affiliates, with the prior written consent of the Administrative Agent, to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such other adjustments shall be made, as may be required so that all Guarantor with such payments Lender or any Affiliate of principal and interest with respect to such Lender (the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to “Deposits”) toward the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Lender, whether or not acquired pursuant the Obligations, or any part thereof, are contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such Deposit, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided that if any Defaulting Lender exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.23(d) of the Credit Agreement and, may exercise rights pending such 9 payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent, the Issuing Bank, and other rights with respect the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each If an Event of Default shall have occurred and be continuing, each Lender agrees that if it shallis hereby authorized at any time and from time to time, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion after obtaining the prior written consent of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agreesAdministrative Agent, to the fullest extent it may effectively do so permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever 279 currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party then due and payable under applicable lawthis Agreement or any other Loan Document to such Lender, that any holder irrespective of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant such Lender shall have made any demand under this Agreement or any other Loan Document; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.14 and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Lender under this Section 10.10 are in addition to other rights with respect and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to such participation as fully as if such holder of a participation were a direct creditor of notify the Borrower in and the amount Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such participationsetoff and application.

Setoff. 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 where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to the Loan Parties and any securities or other property of the Loan Parties in the possession of such Lender or any Affiliate may, without notice to any Loan Party (any such notice being expressly waived by Loan Parties) but with the prior written approval of Agent, be applied to or set off against the payment of 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 Loan Parties to such Lender. Each of the Lenders agrees with each other Lender agrees that if it shallsuch Lender shall receive from the Borrower, whether by exercising any voluntary payment, exercise of the right of set-off or counterclaim setoff, or otherwise, receive and shall retain and apply to the payment of a proportion the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the aggregate amount payments received by all of principal and interest then due the Lenders with respect to the Loans and Letter of Credit Liabilities Notes held by it which is greater than all of the proportion received Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by any other way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities Notes held by such other Lender, the Lender receiving such proportionately greater it its proportionate payment shall purchase such participations in the Loans and Letter of Credit Liabilities held as contemplated by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro ratathis Agreement; provided that nothing in this Section if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have be rescinded and to apply the amount subject to such exercise restored to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationrecovery, but without interest.

Setoff. Each Lender agrees that if it shall, by exercising any right If (a) an Event of set-off or counterclaim or otherwise, receive payment of a proportion Default shall have occurred and be continuing and (b) the principal of the aggregate amount of principal Loans has been accelerated, each Lender is hereby authorized at any time and interest then due with respect from time to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agreestime, to the fullest extent it permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may effectively do so under applicable lawbe unmatured; provided, that any holder Lender exercising any right of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant set off shall provide promptly to the foregoing arrangementsBorrower a statement describing in reasonable detail the source and amount of any deposits or other obligations owing by such Lender and the Obligations owing to such Lender as to which it exercised such right of setoff; and provided, may further, that in the event that any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Lender under this Section are in addition to other rights with respect to and remedies (including other rights of setoff) which such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationLender may have.

Setoff. Each Lender agrees that if it shallLender, by exercising Swingline Bank and LC Issuing Bank may at any right time upon or after the occurrence and during the continuance of an Event of Default, and without notice to the Borrower, set-off or counterclaim or otherwise, receive payment of a proportion of against the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness Obligations of the Borrower under this Agreement the whole or any portion or portions of any or all deposits and other than its indebtedness under the Agreement. The Borrower agreessums credited by or due from such Lender, Swingline Bank or LC Issuing Bank to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan Borrower or Letter of Credit Liabilitysubject to withdrawal by the Borrower, whether or not acquired any other Person or Persons could also withdraw money therefrom; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, the Swingline Banks and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender pursuant to the foregoing arrangements, may exercise this Agreement as to which it exercised such right of setoff. The rights of set-off or counterclaim each Lender, Swingline Bank and LC Issuing Bank under this Section are in addition to other rights with respect and remedies (including other rights of setoff) that such Lender or LC Issuing Bank may have in law or in equity. Each Lender, Swingline Bank and LC Issuing Bank agrees to such participation as fully as if such holder of a participation were a direct creditor of notify the Borrower in and the amount Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such participationsetoff and application.

Setoff. Each The Borrower hereby grants each Lender agrees that if it shalla security interest in all deposits, by exercising any right of set-off credits and deposit accounts (including all account balances, whether provisional or counterclaim final and whether or otherwise, receive payment of a proportion not collected or available) of the aggregate amount Borrower with such Lender or any Affiliate of principal such Lender (the “Deposits”) to secure the Obligations. In addition to, and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by without limitation of, any other Lender in respect rights of the aggregate amount Lenders under Applicable Law, if the Borrower becomes insolvent, however evidenced, or any Event of principal and interest then due with respect to Default occurs, the Loans and Letter of Credit Liabilities held by such other Borrower authorizes each Lender, and each of their respective Affiliates, with the Lender receiving such proportionately greater payment shall purchase such participations in prior written consent of the Loans Administrative Agent, to offset and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that apply all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to Deposits toward the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Lender, whether or not acquired pursuant the Obligations, or any part thereof, are contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such Deposit, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided that if any Defaulting Lender exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.23(d) and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent and other rights with respect the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. If one or more Events of Default as defined herein shall occur, any Bank or commercial bank which is owed any obligation hereunder (a "Depositary") shall have the right, in addition to all other rights and remedies available to it, and is hereby authorized, to the extent permitted by applicable law, at any time and from time to time, without notice to the Company (any such notice being hereby expressly waived by the Company), to setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness (whether or not then due and payable) at any time owing by the Depositary to or for the credit or the account of the Company or any Guarantor, against any and all of the Obligations of the Company or any Guarantor now or hereafter existing under this Agreement irrespective of whether or not the Depositary shall have made any demand for satisfaction of such Obligations and although such Obligations may be unmatured. Each Lender Depositary agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Depositary under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff which such Depositary may have hereunder or under any applicable law). Each Depositary agrees that (i) if it shall, by exercising shall exercise any such right of set-off or banker's lien, setoff, counterclaim or otherwisesimilar right pursuant hereto, receive it will apply the proceeds thereof to the payment of Loans outstanding hereunder and (ii) if it shall through the exercise of a right of banker's lien, setoff, counterclaim or otherwise obtain payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than in excess of the proportion received by any other Lender in respect of the aggregate amount Loans of principal and interest then due with respect each of the other Depositaries being paid simultaneously, it shall be deemed to the Loans and Letter of Credit Liabilities held by such have simultaneously purchased from each other Lender, the Lender receiving such proportionately greater payment shall purchase such participations Depositary a participation in the Loans owed to such other Depositaries so that the amount of unpaid Loans and Letter of Credit Liabilities participations therein held by all Depositaries shall be proportionate to the other Lendersoriginal principal amount of the Loans owed to them, and in each case it shall promptly remit to each such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply Depositary the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreementparticipation thus deemed to have been purchased. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant Company expressly consents to the foregoing arrangements, may exercise rights and in furtherance thereof, agrees that at such time as an Event of set-off Default hereunder has occurred, the Administrative Agent shall provide to each Bank a schedule setting forth the Commitment of each Bank hereunder to permit each Bank to correctly determine the portion which its Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or counterclaim and other rights with respect any portion of any such excess payment is thereafter recovered from the Depositary which received the same, the purchase provided for herein shall be deemed to such participation as fully as if such holder of a participation were a direct creditor of have been rescinded to the Borrower in the amount extent of such participationrecovery, without interest.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that if any holder Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other indebtedness at any time held or owing by any Lender to or for the credit or account of a participation in a Loan or Letter Whirlpool may be offset and applied toward the payment of Credit Liabilitythe Obligations of Whirlpool owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due, matured or unmatured, contingent or non-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.12 and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Lender under this Section are in addition to other rights with respect and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify Whirlpool and the Administrative Agent promptly after any such participation as fully as if setoff and application; provided that the failure to give such holder of a participation were a direct creditor of notice shall not affect the Borrower in the amount validity of such participationsetoff and application.

Setoff. 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 Agent or any of Lenders to any of the Loan Parties and any securities or other property of the Loan Parties in the possession of Agent or any Lender may be applied to or setoff against the payment of 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 Loan Parties, to such Lender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so setoff shall be paid over immediately to Agent for further application in accordance with the provisions of Section 14.5 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Upon the occurrence and during the continuance of an Event of Default, any Lender, including Agent, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees that if it shall, by exercising to notify Borrower and Agent promptly after any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal such setoff and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataapplication; provided that nothing in this Section the failure to give such notice shall impair not affect the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount validity of such participationsetoff and application.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal Lenders under applicable law, if the Borrower or the Company becomes insolvent, however evidenced, or any Default occurs, any and interest then due with respect to the Loans all deposits (including all account balances, whether provisional or final and Letter of Credit Liabilities whether or not collected or available) and any other Indebtedness at any time held by it which is greater than the proportion received or owing by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right or any Affiliate of any Lender to exercise any right or for the credit or account of set-off the Borrower or counterclaim it the Company may have be offset and to apply the amount subject to such exercise to applied toward the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Lender, whether or not acquired pursuant the Obligations, or any part hereof, shall then be due. In the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.22(a) and, may exercise rights pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent, the applicable Issuing Bank, the Swing Line Lender and other rights with respect the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each If a Default shall have occurred and be continuing, each Lender agrees that if it shall, by exercising and each of its Affiliates is hereby authorized at any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal time and interest then due with respect from time to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agreestime, to the fullest extent it may effectively do so under applicable permitted by law, that to set off and apply any holder and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of a participation in a Loan the Borrower against any of and all the Obligations of the Borrower now or Letter hereafter existing under this Agreement held by such Lender or Affiliate, irrespective of Credit Liability, whether or not acquired pursuant such Lender shall have made any demand under this Agreement and although such Obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.26 and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Lender under this Section 11.01 are in addition to other rights with respect to and remedies (including other rights of setoff) which such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationLender may have.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that if any holder Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other indebtedness at any time held or owing by any Lender to or for the credit or account of a participation in a any Loan or Letter Party may be offset and applied toward the payment of Credit Liabilitythe Obligations owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due, matured or unmatured, contingent or non-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.12 and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Lender under this Section are in addition to other rights with respect and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify the applicable Loan Party and the Administrative Agent promptly after any such participation as fully as if setoff and application; provided that the failure to give such holder of a participation were a direct creditor of notice shall not affect the Borrower in the amount validity of such participationsetoff and application.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, if Parent or the Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any LEGAL02/46224329v7 Lender or any of its Affiliates to or for the credit or account of Parent or the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender at any time prior to the date that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Default has been fully cured, whether or not acquired pursuant the Obligations, or any part hereof, shall then be due, subject to Section 11.2, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such Obligations may be unmatured. Notwithstanding anything to the foregoing arrangementscontrary in this Section, may if any Defaulting Lender shall exercise rights any such right of set-setoff, (x) all amounts so set off or counterclaim shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and other rights with respect deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees In addition to any rights of setoff or other rights that if it shall, by exercising the Purchaser or any right of set-off or counterclaim the other Indemnitees may have at common law or otherwise, receive payment of a proportion of the aggregate Purchaser shall have the right to set off any amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as that may be required so that all such payments of principal and interest with respect owed to any Indemnitee under this Section 6 against the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataSecond Installment; provided that nothing Purchaser complies with the following procedure: (a) Prior to any setoff, the Purchaser shall deliver to the Agent a claim notice (a "CLAIM NOTICE") that shall state in this reasonable detail: (i) the nature of the Breach (or Loss), Liability or other matter for which indemnification is sought under Section 6, (ii) the estimated amount of such Damages (or Losses), Liability or matter and the date on which such Damages (or Losses), Liability or matter were suffered or incurred or are expected in good faith to be suffered or incurred. (b) Upon the request of the Agent, the Purchaser shall impair reasonably provide non-privileged documents, records and other information relating to each claim in the Claim Notice. (c) If the Agent agrees with the Claim Notice or fails to respond within 30 calendar days commencing on the date of delivery of the Claim Notice, then Buyer may set off the claims set forth in the Claims Notice against the Second Installment. (d) If, during the 30 day period commencing on the date of delivery of a Claim Notice, Purchaser shall have received a written notice from or on behalf of the Agent stating that Agent in good faith disputes the claim asserted in such Claim Notice, then the Purchaser shall not make any set off against the Second Installment for a period of 45 days during which the Purchaser and Agent shall engage in discussions about a potential resolution of the disputed claims in accordance with Section 7.22. If the Purchaser and the Agent fail to resolve any dispute in accordance with Section 7.22, then the Purchaser may set off the full amount of claim set forth in the disputed Claim Notice, without prejudice to the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness Agent (on behalf of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Selling Shareholders) to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor seek recovery of the Borrower in the setoff amount through an arbitration proceeding under Section 7.24 of such participationthis Agreement.

Setoff. Each Borrower hereby acknowledges the setoff right that each Lender agrees that if it shallretains in all deposits, by exercising credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Borrower with such Lender or any right Affiliate of set-off or counterclaim or otherwisesuch Lender (the “Deposits”). In addition to, receive payment of a proportion and without limitation of, any rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that if any holder Borrower becomes insolvent, however evidenced, or any Event of a participation in a Loan or Letter Default occurs, such Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of Credit Liabilitythe Obligations owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.22 and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent, the LC Issuers and other rights with respect the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each If an Event of Default shall have occurred and be continuing, each Lender agrees that if it shallis hereby authorized at any time and from time to time, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion after obtaining the prior written consent of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agreesAdministrative Agent, to the fullest extent it may effectively do so permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any Affiliate of such Lender to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party then due and payable under applicable lawthis Agreement or any other Loan Document to such Lender or any Affiliate of such Lender, that any holder irrespective of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant such Lender or any Affiliate of such Lender shall have made any demand under this Agreement or any other Loan Document; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.13 and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Lender under this Section 10.9 are in addition to other rights with respect and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to such participation as fully as if such holder of a participation were a direct creditor of notify the Borrower in and the amount Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such participationsetoff and application.

Setoff. Each Lender agrees that if it shallIf an Event of Default shall have occurred and be continuing, by exercising any right of set-off or counterclaim or otherwisethe Administrative Agent, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other each Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans L/C Issuer and Letter each of Credit Liabilities held by the other Lenders, their respective Affiliates is hereby authorized at any time and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect from time to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agreestime, to the fullest extent it may effectively do so under permitted by applicable law, that to set off and apply any holder and all deposits (general or special, time or demand, provisional or final, in whatever currency other than accounts held as trust accounts for the benefit of a participation third parties) at any time held and other obligations (in a whatever currency) at any time owing by the Administrative Agent, such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Guarantor against any and all of the obligations of such Guarantor now or hereafter existing under this Guaranty or any other Loan Document to the Administrative Agent, such Lender or Letter the L/C Issuer, irrespective of Credit Liability, whether or not acquired pursuant the Administrative Agent, such Lender or the L/C Issuer shall have made any demand under this Guaranty or any other Loan Document and although such obligations of such Guarantor may be contingent or unmatured or are owed to a branch or office of the foregoing arrangementsAdministrative Agent, may exercise such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of set-off or counterclaim the Administrative Agent, each Lender, the L/C Issuer and their respective Affiliates under this §7 are in addition to other rights with respect and remedies (including other rights of setoff) that the Administrative Agent, such Lender, the L/C Issuer or their respective Affiliates may have. The Administrative Agent, each Lender and the L/C Issuer agree to notify the applicable Guarantor and the Administrative Agent promptly after any such participation as fully as if setoff and application, provided that the failure to give such holder of a participation were a direct creditor of notice shall not affect the Borrower in the amount validity of such participationsetoff and application.

Setoff. Each Lender agrees In addition to and not in limitation of all other rights and remedies (including other rights of setoff) that if it any Bank or other holder of any Note may have, any Bank or such other holder shall, by exercising upon the occurrence of any Event of Default described in Section 12.1 or any Unmatured Event of Default described in Section 12.1(e), have the right of set-off or counterclaim or otherwise, receive to appropriate and apply to the payment of a proportion any and all Loans and other liabilities of the aggregate amount Company hereunder (whether or not then due), in such order of principal application as such Bank or such other holder may elect, any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or moneys of the Company then or thereafter with such Bank or such other holder other than any lock box account and any other operating account. Any Bank shall promptly advise the Agent and the Company of any such setoff and application but failure to do so shall not affect the validity of such setoff and application. To secure the payment of such Loans and other liabilities, the Company hereby grants the Agent, for the benefit of the Banks, the Agent and each such other holder a continuing security interest then due with respect in such balances, credits, deposits, accounts or moneys, and each Bank is hereby appointed and accepts appointment as the agent of the Agent for purposes of maintaining and retaining possession of such property. Notwithstanding the foregoing, each Bank hereby agrees that, if a Person other than the Company establishes to the Loans reasonable satisfaction of such Bank and Letter the Agent that any balances, credits or deposits appropriated and applied by such Bank are properly traceable proceeds of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held property owned by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans Person and Letter of Credit Liabilities held not by the other LendersCompany, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject Person has a legally enforceable prior claim to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so proceeds under applicable law, that any holder such Bank shall, upon receipt of a participation in a Loan or Letter evidence reasonably satisfactory to such Bank and the Agent establishing such legally enforceable prior claim of Credit Liabilitysuch other Person, whether or not acquired pursuant turn over such amounts to the foregoing arrangements, may exercise rights of set-off Company or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.as

Setoff. Each Lender agrees that if it shall, by exercising In addition to any right of set-off or counterclaim or otherwise, receive payment of a proportion rights and remedies of the aggregate amount Lenders provided by Law, upon the occurrence and during the continuance of principal any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and interest then due with respect from time to time, without prior notice to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by Borrower or any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by Loan Party, any such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held notice being waived by the Borrower (on its own behalf and on behalf of each other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Loan Party) to the fullest extent it may effectively do so permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Loan Obligations owing to such Lender hereunder or under applicable lawany other Loan Document, that any holder now or hereafter existing, irrespective of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant such Lender shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.15 and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of set-off or counterclaim the Administrative Agent and each Lender under this Section 9.09 are in addition to other rights with respect to and remedies (including other rights of setoff) that the Administrative Agent and such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationLender may have.

Setoff. During the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Holders to the Company and any securities or other property of the Company in the possession of such Holder may be applied to or set off by such Holder against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now 71 -65- existing or hereafter arising, of the Company to such Holder. Each Lender of the Holders agrees with each other Holder that (i) if it shallan amount to be set off is to be applied to Indebtedness of the Company to such Holder, other than Indebtedness evidenced by exercising any the Notes held by such Holder, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Holder, and (ii) if such Holder shall receive from the Company, whether by voluntary payment, exercise of the right of set-off setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Holder by proceedings against the Company at law or counterclaim in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, receive and shall retain and apply to the payment of a proportion the Note or Notes held by such Holder any amount in excess of its ratable portion of the aggregate amount payments received by all of principal and interest then due the Holders with respect to the Loans and Letter of Credit Liabilities Notes held by it which is greater than all of the proportion received Holders, such Holder will make such disposition and arrangements with the other Holders with respect to such excess, either by any other Lender way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Holder receiving in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities Notes held by such other Lenderit, the Lender receiving such proportionately greater its proportionate payment shall purchase such participations in the Loans and Letter of Credit Liabilities held as contemplated by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro ratathis Agreement; provided that nothing in this Section if all or any part of such excess payment is thereafter recovered from such Holder, such disposition and arrangements shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have be rescinded and to apply the amount subject to such exercise restored to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationrecovery, but without interest.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any of its Affiliates to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender at any time prior to the date that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Default has been fully cured, whether or not acquired pursuant the Obligations, or any part hereof, shall then be due, subject to Section 11.2, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such Obligations may be unmatured. Notwithstanding anything to the foregoing arrangementscontrary in this Section, may if any Defaulting Lender shall exercise rights any such right of set-setoff, (x) all amounts so set off or counterclaim shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and other rights with respect deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Borrower hereby acknowledges the setoff right that each Lender agrees that if it shallretains in all deposits, by exercising credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Borrower with such Lender or any right Affiliate of set-off or counterclaim or otherwisesuch Lender (the “Deposits”). In addition to, receive payment of a proportion and without limitation of, any rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that if any holder Borrower becomes insolvent, however evidenced, or any Event of a participation in a Loan or Letter Default occurs, such Borrower authorizes each Lender, with the prior written consent of Credit Liabilitythe Administrative Agent, to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.22 and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent, the LC Issuers and other rights with respect the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees that if it and its Affiliates shall, by exercising upon the occurrence and during the continuance of any right Event of set-off or counterclaim or otherwiseDefault described in clauses (g) and (h) of Section 9.1 or, receive payment of a proportion with the consent of the aggregate amount Required Lenders, upon the occurrence and during the continuance of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect Event of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderDefault, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair have the right of any Lender to exercise any right of set-off or counterclaim it may have appropriate and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, (whether or not acquired pursuant then due), any and all balances, credits, deposits, accounts or moneys of the Company then or thereafter maintained with such Secured Party; provided that, any such appropriation and application shall be subject to the foregoing arrangementsprovisions of Section 2.12. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such appropriation and application made by such Person or its Affiliates; provided that, may exercise the failure to give such notice shall not affect the validity of such setoff and application; provided further that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.10 and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Secured Party under this Section are in addition to other rights with respect to and remedies (including other rights of setoff under law or otherwise) which such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationSecured Party may have.

Setoff. Each If an Event of Default shall have occurred and be continuing, the Borrower authorizes each Lender agrees that if it shallto setoff and apply any and all deposits (general or special, by exercising any right of set-off time or counterclaim demand, in whatever currency denominated, including all account balances, whether provisional or otherwisefinal and whether or not collected or available, receive payment but excluding deposits held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to third party) toward the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that (a) promptly after any such setoff and application such Lender shall give notice to the foregoing arrangementsBorrower (provided further that any failure to give such notice shall not affect the validity of such setoff and application under this Section), may and (b) in the event that any Defaulting Lender shall exercise rights such right of set-setoff, (x) all amounts so set off or counterclaim shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and other rights with respect deemed held in trust for the benefit of the Administrative Agent, the LC Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender Borrower agrees that if it shallthat, by exercising in addition to (and without limitation of) any right of set-off setoff, bankers’ lien or counterclaim or otherwisea Bank may otherwise have, receive payment of a proportion each Bank shall be entitled, at its option, subject to receipt of the aggregate amount prior written consent of principal and interest then due with respect the Required Banks exercised in their sole discretion, to the Loans and Letter of Credit Liabilities offset balances (general or special, time or demand, provisional or final) held by it for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this Agreement or such Bank’s Note, or any other Loan Document which is greater than the proportion received by any other Lender in respect not paid when due (regardless of the aggregate amount of principal and interest whether such balances are then due with respect to the Loans Borrower), in which case it shall promptly notify Borrower and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataAdministrative Agent thereof; provided that nothing such Bank’s failure to give such notice shall not affect the validity thereof, and provided further, that in this Section the event that any Defaulting Lender shall impair the exercise any such right of any setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and the Banks, and (y) the Defaulting Lender shall provide promptly to exercise any Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off setoff. Payments by Borrower hereunder or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a other Loan Documents shall be made without setoff or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationcounterclaim.

Setoff. Each Lender agrees that if it shallSubject to the terms of this Section 5(j), by exercising any Assignor hereby grants to Agent and each of the Lenders, a lien, security interest and right of setoff as security for all liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Agent or any Lender or any entity under the control of Agent or any Lender, or in transit to any of them. At any time, from and after the occurrence of and during the continuance of an Event of Default, Agent or any Lender may set off the same or any part thereof and apply the same to any liability or obligation of Assignor even though unmatured and regardless of the adequacy of any other collateral securing the Loan. Within five (5) Business Days of making any such set-off or counterclaim or otherwiseoff, receive payment of a proportion of the aggregate amount of principal and interest then due with respect Agent agrees to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lendernotify Assignor thereof, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section the failure by Agent to give such notice shall impair not affect the right validity of any Lender to exercise any right of such set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreementoff. The Borrower agreesANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, to the fullest extent it may effectively do so under applicable lawPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, that any holder of a participation in a Loan or Letter of Credit LiabilityCREDITS OR OTHER PROPERTY OF THE ASSIGNOR, whether or not acquired pursuant to the foregoing arrangementsARE HEREBY KNOWINGLY, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationVOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. To the extent permitted by applicable law, 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 or any of their respective Affiliates to any Borrower and any securities or other property of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such other designation as may be specified under such rule or any successor provision)) may be applied to or set off by such Bank or such Affiliate against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of such Borrower to such Bank; provided, that in the event that any Defaulting Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.9 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Bank, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. Each Lender of the Banks agrees with each other Bank that if it shallsuch Bank shall receive from any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations held by such Bank by Proceedings against any Borrower, by exercising any right of set-off proof thereof in bankruptcy, reorganization, liquidation, receivership, or counterclaim similar Proceedings, or otherwise, receive and shall retain and apply to the payment of a proportion the Obligations held by such Bank, any amount in excess of its ratable portion of the aggregate amount payments received by all of principal and interest then due the Banks with respect to the Loans and Letter of Credit Liabilities Obligations held by it which is greater all of the Banks (exclusive of payments to be made for the account of less than all of the proportion received Banks as provided in Sections 2.9, 3.2.2, 4.6, 4.7, 4.9 and 4.11), such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by any other Lender way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities Obligations held by such other Lenderit, the Lender receiving such proportionately greater its proportionate payment shall purchase such participations in the Loans and Letter of as contemplated by this Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataAgreement; provided that nothing in this Section if all or any 44 Americas 91904575 (2K) part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have be rescinded and to apply the amount subject to such exercise restored to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationrecovery, but without interest.

Setoff. Each Lender agrees that if it shall, by exercising upon the occurrence of any right Event of set-off or counterclaim or otherwise, receive payment of a proportion Default and with the consent of the aggregate amount of principal and interest then due with respect Required Lenders, to the Loans extent permitted under applicable law, appropriate and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness the Obligations owing to it (whether or not then due), and (as security for such Obligations) the Borrower hereby grants to each Lender a continuing security interest in, any and all balances, credits, deposits, accounts or moneys of the Borrower other than its indebtedness under the Agreement. The Borrower agreesthen or thereafter maintained with such Lender; provided, however, that (a) any such appropriation and application shall be subject to the fullest extent it provisions of Section 4.8 (each Lender agreeing promptly to notify the Borrower and the Agent after any such setoff and application made by such Lender) and (b) no Lender may effectively do so under applicable lawsetoff against or apply any such balances, that any holder of a participation in a Loan credits, deposits, accounts or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor moneys of the Borrower in to any Obligations other than the amount Obligations of the Borrower; but the failure to give such notice shall not affect the validity of such participationsetoff and application). The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Lender may have. Each Lender shall, subject to the requirements of this Section, be permitted to appropriate and apply any moneys in any currency (the “First Currency”) to Obligations denominated in any other currency (the “Second Currency”) by calculating the relevant equivalent determined by using the quoted spot rate at which Scotiabank’s principal office in New York, New York, offers to exchange the Second Currency for such First Currency in New York, New York, at the open of business on such date.

Setoff. Each Lender The Borrower agrees that if it shallthat, by exercising in addition to (and without limitation of) any right of set-off setoff, banker's lien or counterclaim or otherwisea Bank may otherwise have, receive payment of a proportion of each Bank shall be entitled, at its option without any prior notice to Borrower (any such notice being expressly waived by the aggregate amount of principal and interest then due with respect Borrower to the Loans and Letter of Credit Liabilities extent permitted by applicable law), to offset balances (general or special, time or demand, provisional or final) held by it for the account of the Borrower at any offices of such Bank or any of its Affiliates, in Dollars or in any other currency, against any amount payable by the Borrower to such Bank under this Agreement or such Bank's Note which is greater than the proportion received by any other Lender in respect not paid when due (regardless of the aggregate amount of principal and interest whether such balances are then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBorrower), in which case it shall promptly notify the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataBorrower thereof; provided that nothing in this Section such Bank's failure to give such notice shall impair not affect the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of validity thereof. ANY AND ALL RIGHTS TO REQUIRE A BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL THAT SECURES THE OBLIGATIONS OF THE BORROWER HEREUNDER, PRIOR TO EXERCISING ITS RIGHTS OF SETOFF ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE BORROWER. Payments by the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan thereof hereunder shall be made without setoff or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationcounterclaim.

Setoff. Each Lender The Company agrees that if it shallthe Administrative Agent and each Lender have all rights of setoff and bankers’ lien provided by applicable law, by exercising and in addition thereto, the Company agrees that at any time any Event of Default exists, the Administrative Agent and each Lender may apply to the payment of any obligations of the Borrowers hereunder, whether or not then due, all balances, credits, deposits, accounts or moneys of the Borrowers then or thereafter with the Administrative Agent or such Lender; provided, that in the event that any Defaulting Lender shall exercise any such right of set-setoff, (x) all amounts so set off or counterclaim or otherwiseshall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.10 and, receive payment of a proportion pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderAdministrative Agent, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans Issuing Lenders and Letter of Credit Liabilities held by the other Lenders, and such other adjustments (y) the Defaulting Lender shall be made, as may be required so that all such payments of principal and interest with respect provide promptly to the Loans Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Issuing Lender and Letter each other Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of Credit Liabilities held by setoff) that such Issuing Lender, such Lender or their respective Affiliates may have. Each Issuing Lender and each other Lender agrees to notify the Lenders shall be shared by Company and the Lenders pro rata; Administrative Agent promptly after any such setoff and application, provided that nothing in this Section the failure to give such notice shall impair not affect the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount validity of such participationsetoff and application.

Setoff. Each Lender agrees In addition to any rights of setoff or other rights that if it shall, by exercising the Purchaser or any right of set-off or counterclaim the other Indemnitees may have at common law or otherwise, receive payment of a proportion of the aggregate Purchaser shall have the right to set off any amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as that may be required so that all such payments of principal and interest with respect owed to any Indemnitee under this Section 6 against the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataSecond Installment; provided that nothing Purchaser complies with the following procedure: (a) Prior to any setoff, the Purchaser shall deliver to the Agent a claim notice (a "Claim Notice") that shall state in this reasonable detail: (i) the nature of the Breach (or Loss), Liability or other matter for which indemnification is sought under Section 6, (ii) the estimated amount of such Damages (or Losses), Liability or matter and the date on which such Damages (or Losses), Liability or matter were suffered or incurred or are expected in good faith to be suffered or incurred. (b) Upon the request of the Agent, the Purchaser shall impair reasonably provide non-privileged documents, records and other information relating to each claim in the Claim Notice. (c) If the Agent agrees with the Claim Notice or fails to respond within 30 calendar days commencing on the date of delivery of the Claim Notice, then Buyer may set off the claims set forth in the Claims Notice against the Second Installment. (d) If, during the 30 day period commencing on the date of delivery of a Claim Notice, Purchaser shall have received a written notice from or on behalf of the Agent stating that Agent in good faith disputes the claim asserted in such Claim Notice, then the Purchaser shall not make any set off against the Second Installment for a period of 45 days during which the Purchaser and Agent shall engage in discussions about a potential resolution of the disputed claims in accordance with Section 7.22. If the Purchaser and the Agent fail to resolve any dispute in accordance with Section 7.22, then the Purchaser may set off the full amount of claim set forth in the disputed Claim Notice, without prejudice to the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness Agent (on behalf of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Selling Shareholders) to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor seek recovery of the Borrower in the setoff amount through an arbitration proceeding under Section 7.24 of such participationthis Agreement.

Setoff. Each Lender agrees that if it shallIn addition to any rights and remedies of the Lenders provided by law, by exercising any right of set-off or counterclaim or otherwise, receive payment upon the occurrence and during the continuance of a proportion Fund Group Event of Default, each Lender and the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which Issuer is greater than hereby authorized at any time and from time to time, without prior notice to the proportion received by Borrower or any other obligor, any such notice being waived by the Borrower (on its own behalf and on behalf of each obligor) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other indebtedness at any time owing by, such Lender or the Letter of Credit Issuer to or for the credit or the account of the Borrowers in such Fund Group against any and all of the Obligations (in whatever currency) owing to such Lender or the Letter of Credit Issuer, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Credit Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of such Lender or the Letter of Credit Issuer in respect of the aggregate amount of principal and interest then due with respect Loans to the Loans Fund Parties in such Fund Group different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and the Letter of Credit Liabilities held by Issuer under this Section 13.02 are in addition to other rights and remedies (including other rights of setoff) that such other Lender, Lender or the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by Issuer may have. Each Lender and the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided, however, that the Lenders failure to give such notice shall be shared by not affect the Lenders pro rata; provided that nothing in this Section shall impair the right validity of any Lender to exercise any right of such set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationapplication.

Setoff. 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 where such deposits are held) or other sums credited by or due from any Lender to the Borrowers and any securities or other property of the Borrowers in the possession of such Lender may, without notice to any Borrower (any such notice being expressly waived by Borrowers) but with the prior written approval of Agent, be applied to or set off against the payment of 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 Borrowers to such Lender. Each of the Lenders agrees with each other Lender agrees that if it shallsuch Lender shall receive from a Borrower, whether by exercising any voluntary payment, exercise of the right of set-off or counterclaim setoff, or otherwise, receive and shall retain and apply to the payment of a proportion the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the aggregate amount payments received by all of principal and interest then due the Lenders with respect to the Loans and Letter of Credit Liabilities Notes held by it which is greater than all of the proportion received Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by any other way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities Notes held by such other Lender, the Lender receiving such proportionately greater it its proportionate payment shall purchase such participations in the Loans and Letter of Credit Liabilities held as contemplated by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro ratathis Agreement; provided that nothing in this Section if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have be rescinded and to apply the amount subject to such exercise restored to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationrecovery, but without interest.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount Lenders under Applicable Law, if the Borrower becomes insolvent, however evidenced, or any Event of principal Default occurs and interest then due is continuing, the Borrower authorizes each Lender and each of their respective Affiliates, with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect prior written consent of the aggregate amount Administrative Agent, to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of principal and interest then due the Borrower with respect to the Loans and Letter such Lender or any of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to its Affiliates (“Deposits”) toward the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Obligations owing to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Lender, whether or not acquired pursuant the Obligations, or any part thereof, are contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such Deposit, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided that if any Defaulting Lender exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.23(d) and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower after any such set-off or counterclaim and other rights with respect application made by such Lender, provided that the failure to give such participation as fully as if such holder of a participation were a direct creditor of notice shall not affect the Borrower in the amount validity of such participationset-off and application.

Setoff. Each Lender agrees that if it shallIn addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, by exercising upon the occurrence of any right Event of set-off or counterclaim or otherwiseDefault, receive payment of a proportion with the prior written consent of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Administrative Agent, each Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans L/C Issuer, each subsequent holder of any Obligation, and Letter each of Credit Liabilities held their respective affiliates, is hereby authorized by the other LendersBorrower and each Guarantor at any time or from time to time, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect without notice to the Loans Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to setoff and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the amount subject to such exercise to credit or the payment of indebtedness account of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Guarantor, whether or not acquired matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to the foregoing arrangementsSection 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise rights any such right of set-setoff, (x) all amounts so set off or counterclaim shall be paid over immediately to the Administrative Agent for 115 further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and other rights with respect deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender The Borrower agrees that if it shallthat, by exercising in addition to (and without limitation of) any right of set-off setoff, banker's lien or counterclaim or otherwisea Bank may otherwise have, receive payment of a proportion of each Bank shall be entitled, at its option without any prior notice to Borrower (any such notice being expressly waived by the aggregate amount of principal and interest then due with respect Borrower to the Loans and Letter of Credit Liabilities extent permitted by applicable law), to offset balances (general or special, time or demand, provisional or final) held by it for the account of the Borrower at any offices of such Bank or any of its Affiliates, in Dollars or in any other currency, against any amount payable by the Borrower to such Bank under this Agreement or such Bank's Revolving Credit Note which is greater than the proportion received by any other Lender in respect not paid when due (regardless of the aggregate amount of principal and interest whether such balances are then due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBorrower), in which case it shall promptly notify the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataBorrower thereof; provided that nothing in this Section such Bank's failure to give such notice shall impair not affect the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of validity thereof. ANY AND ALL RIGHTS TO REQUIRE A BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL THAT SECURES THE OBLIGATIONS OF THE BORROWER HEREUNDER, PRIOR TO EXERCISING ITS RIGHTS OF SETOFF ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE BORROWER. Payments by the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan thereof hereunder shall be made without setoff or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationcounterclaim.

Setoff. Each The Borrower hereby grants each Lender agrees that if it shalla security interest in all deposits, by exercising any right of set-off credits and deposit accounts (including all account balances, whether provisional or counterclaim final and whether or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off not collected or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness available) of the Borrower other than its indebtedness under with such Lender or any Affiliate of such Lender (the Agreement“Deposits”) to secure the Obligations. The Borrower agreesIn addition to, to and without limitation of, any rights of the fullest extent it may effectively do so Lenders under applicable law, that if the Borrower becomes insolvent, however evidenced, or any holder Event of a participation in a Loan or Letter Default occurs and is continuing, Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of Credit Liabilitythe Obligations owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.22 and, may exercise rights pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of set-off or counterclaim the Administrative Agent, the LC Issuers, and other rights with respect the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that if any holder Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other indebtedness at any time held or owing by any Lender to or for the credit or account of a participation any Borrower may be offset and applied toward the payment of the Obligations of such Borrower (or in a Loan the case of any Setoff of amounts owning to or Letter for the credit or account of Credit LiabilityWhirlpool, toward the payment of the Obligations of any other Borrower) owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due, matured or unmatured, contingent or non-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.12 and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Lender under this Section are in addition to other rights with respect and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify the applicable Borrower and the Administrative Agent promptly after any such participation as fully as if setoff and application; provided that the failure to give such holder of a participation were a direct creditor of notice shall not affect the Borrower in the amount validity of such participationsetoff and application.

Setoff. Each Lender agrees that if it shall, by exercising In addition to any right of set-off or counterclaim or otherwise, receive payment of a proportion rights and remedies of the aggregate amount Lenders provided by law, if an Event of principal Default exists, each Lender is authorized at any time and interest then due with respect from time to time, without prior notice to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by Borrower, any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held notice being waived by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable permitted by law, that to set off and apply any holder of a participation in a Loan and all deposits (general or Letter of Credit Liabilityspecial, whether time or not acquired pursuant to the foregoing arrangementsdemand, may exercise rights of set-off provisional or counterclaim final) at any time held by, and other rights with respect indebtedness at any time owing to, such Lender to such participation as fully as if such holder of a participation were a direct creditor or for the credit or the account of the Borrower in against any and all obligations owing to such Lender, now or hereafter existing, irrespective of whether the amount Agent or such Lender shall have made demand under this Agreement or any Loan Document and whether such obligations may be contingent or unmatured. Each Lender agrees to promptly notify the Borrower and the Agent after any such setoff and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such participationsetoff and application. The rights of each Lender under this Section 10.09 are in addition to the other rights and remedies (including other rights of setoff) that such Lender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, LENDER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER, THE REIT, OR ANY SUBSIDIARY OR ANY HELD OR MAINTAINED BY THE LENDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS.

Setoff. Each Lender Upon the occurrence of an Event of Default, to the extent permitted or not expressly prohibited by Applicable Law, ▇▇▇▇▇▇▇▇ agrees that if it shallthat, by exercising in addition to (and without limitation of) any right of set-off setoff, bankers’ lien or counterclaim or otherwisea Bank may otherwise have, receive payment of a proportion each Bank shall be entitled, at its option, but subject to receipt of the aggregate amount prior written consent of principal and interest then due with respect the Required Banks exercised in their sole discretion, to the Loans and Letter of Credit Liabilities offset balances (general or special, time or demand, provisional or final) held by it for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this Agreement or such Bank’s Note, or any other Loan Document, which is greater than the proportion received by any other Lender in respect not paid when due (regardless of the aggregate amount of principal and interest whether such balances are then due with respect to the Loans Borrower or General Partner), in which case it shall promptly notify Borrower and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataAdministrative Agent thereof; provided that nothing such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in this Section Section, if any Defaulting Lender shall impair the exercise any such right of any setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 12.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks and (y) such Defaulting Lender shall provide promptly to exercise any the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. If one or more Events of Default as defined herein shall occur, any Bank or commercial bank which is owed any obligation hereunder (a "Depositary") shall have the right, in addition to all other rights and remedies available to it, and is hereby authorized, to the extent permitted by applicable law, at any time and from time to time, without notice to the Company (any such notice being hereby expressly waived by the Company), to setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness (whether or not then due and payable) at any time owing by the Depositary to or for the credit or the account of the Company, against any and all of the obligations of the Company now or hereafter existing under this Agreement irrespective of whether or not the Depositary shall have made any demand for satisfaction of such obligations and although such obligations may be unmatured. Each Lender Depositary agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Depositary under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff which such Depositary may have hereunder or under any applicable law). Each Depositary agrees that (i) if it shall, by exercising shall exercise any such right of set-off or banker's lien, setoff, counterclaim or otherwisesimilar right pursuant hereto, receive it will apply the proceeds thereof to the payment of Loans outstanding hereunder and (ii) if it shall through the exercise of a right of banker's lien, setoff, counterclaim or otherwise obtain payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than in excess of the proportion received by any other Lender in respect of the aggregate amount Loans of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.each

Setoff. Each Lender agrees that if it shallSubject and subordinate in all respects to the rights, powers and prerogatives of the relevant Agency under its Acknowledgment Agreement and Agency Guidelines, in addition to all liens upon, and rights of setoff against, the monies, securities or other property of Borrower or any other person or entity who is or may become liable hereunder given to Bank by exercising any law, subject and subordinate in all respects to the rights, powers and prerogatives of the relevant Agency under its Acknowledgment Agreement and Agency Guidelines, Bank shall have a lien and a right of set-off setoff against all monies, securities and other property of Borrower now or counterclaim hereafter in the possession of or on deposit with Bank, whether held in a general or special account or deposit including, without limitation, any account or deposit held jointly by Borrower with any other person or entity, or for safekeeping or otherwise, receive payment except to the extent specifically prohibited by law. Every such lien and right of a proportion setoff may be exercised only upon the occurrence and during the continuance of an Event of Default, but at any such time may be exercised without demand upon or notice to Borrower. No lien or right of setoff shall be deemed to have been waived by any act or conduct on the part of Bank, by any neglect to exercise such right of setoff or to enforce such lien, or by any delay in so doing. At any time an Event of Default exists, Bank shall be entitled to exercise the rights of setoff and/or banker’s lien against the interests of Borrower in and to each and every account and other property of Borrower which are in the possession of Bank to the extent of the aggregate full amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lenderunpaid Indebtedness, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have such Indebtedness has become due and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreementpayable. The Borrower agreesrights and remedies of Bank hereunder are in addition to other rights and remedies (including, to the fullest extent it may effectively do so under applicable lawwithout limitation, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise other rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationsetoff) which Bank may have.

Setoff. Whenever an Event of Default shall have occurred and be continuing, the Company hereby irrevocably authorizes each Lender to set off the Obligations owed to it (including, without limitation, any participation in the Obligations of other Lenders purchased pursuant to Section 7.10 or 7.11) against all deposits and credits of the Company with, and any and all claims of the Company related to this Agreement against, such Lender. Such right shall exist whether or not the Agent shall have made any demand hereunder or under any other Loan Document, whether or not such indebtedness, or any part thereof, or deposits and credits held for the account of the Company is or are matured or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to the Lenders. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be madethat, as may be required so promptly as is reasonably possible after the exercise of any such setoff right, it shall notify the Agent and the Company of its exercise of such setoff right; provided, however, that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right failure of any Lender to provide such notice shall not effect the validity of the exercise of such setoff rights. Nothing in this Agreement shall be deemed a waiver or prohibition of or restriction on any rights of banker’s lien, setoff and counterclaim available to any Lender pursuant to law. If any Lender having outstanding Committed Loans and Bid Loans exercises its right of set-off or counterclaim setoff, it may have and to shall apply the amount subject product of such set off first to such exercise Lender’s Committed Loans, until its Committed Loans are reduced to the payment of indebtedness of the Borrower other than zero and thereafter to its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationBid Loans.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, if Parent or the Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any of its Affiliates to or for the credit or account of Parent or the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender at any time prior to the date that any holder of a participation in a Loan or Letter of Credit Liabilitysuch Default has been fully cured, whether or not acquired pursuant the Obligations, or any part hereof, shall then be due, subject to Section 11.2, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such Obligations may be unmatured. Notwithstanding anything to the foregoing arrangementscontrary in this Section, may if any Defaulting Lender shall exercise rights any such right of set-setoff, (x) all amounts so set off or counterclaim shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and other rights with respect deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees that if it shallIn addition to, by exercising and without limitation of, any right of set-off or counterclaim or otherwise, receive payment of a proportion rights of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that if any holder Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other indebtedness at any time held or owing by any Lender to or for the credit or account of a participation in a Loan or Letter any Borrower may be offset and applied toward the payment of Credit Liabilitythe Obligations owing to such Lender, whether or not acquired pursuant the Obligations, or any part thereof, shall then be due, matured or unmatured, contingent or non-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the foregoing arrangementsAdministrative Agent for further application in accordance with the provisions of Section 2.12 and, may exercise pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of set-off or counterclaim and each Lender under this Section are in addition to other rights with respect and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify the applicable Borrower and the Administrative Agent promptly after any such participation as fully as if setoff and application; provided that the failure to give such holder of a participation were a direct creditor of notice shall not affect the Borrower in the amount validity of such participationsetoff and application.

Setoff. Each Lender Upon the occurrence of an Event of Default, to the extent permitted or not expressly prohibited by Applicable Law, ▇▇▇▇▇▇▇▇ agrees that if it shallthat, by exercising in addition to (and without limitation of) any right of set-off setoff, bankers’ lien or counterclaim or otherwisea Bank may otherwise have, receive payment of a proportion each Bank shall be entitled, at its option, but subject to receipt of the aggregate amount prior written consent of principal and interest then due with respect the Required Banks exercised in their sole discretion, to the Loans and Letter of Credit Liabilities offset balances (general or special, time or demand, provisional or final) held by it for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this Agreement or such Bank’s Note, or any other Loan Document, which is greater than the proportion received by any other Lender in respect not paid when due (regardless of the aggregate amount of principal and interest whether such balances are then due with respect to the Loans Borrower or General Partner), in which case it shall promptly notify Borrower and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rataAdministrative Agent thereof; provided that nothing such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in this Section Section, if any Defaulting Lender shall impair the exercise any such right of any setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 12.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Fronting Banks and the Banks and (y) such Defaulting Lender shall provide promptly to exercise any the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Setoff. Each Lender agrees that if it shall, by exercising In addition to any right of set-off or counterclaim or otherwise, receive payment of a proportion rights and remedies of the aggregate amount Lenders provided by Law, upon the occurrence and during the continuance of principal any Event of Default, each Lender and interest then due with respect its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by time, without prior notice to Holdings or any other Lender in respect Loan Party, any such notice being waived by each Borrower (on its own behalf and on behalf of the aggregate amount of principal each Loan Party and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, Subsidiaries) to the fullest extent it permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may effectively do so be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under applicable lawany other Loan Document, that any holder now or hereafter existing, irrespective of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender and L/C Issuer agrees promptly to notify Holdings and the foregoing arrangementsAdministrative Agent after any such setoff and application made by such Lender or L/C Issuer, as the case may exercise be; provided, the failure to give such notice shall not affect the validity of such setoff and application. The rights of set-off or counterclaim the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights with respect to and remedies (including other rights of setoff) that the Administrative Agent, such participation as fully as if Lender and such holder of a participation were a direct creditor of the Borrower in the amount of such participationL/C Issuer may have.