Common use of Setoff Clause in Contracts

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 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. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any CollateralWithout demand or notice, 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 at which such deposits are held, but specifically excluding tenant security deposits, other fiduciary accounts and other segregated escrow accounts required to be maintained by the Borrower for the benefit of any third party) or other sums credited by or due from Agent or any of Lenders to any of the Loan Parties and Lenders to the Borrower or its Subsidiaries or any securities or other property of the Loan Parties Borrower or its Subsidiaries in the possession of the Administrative Agent or any a Lender may 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, the Obligations. Each of the Loan Parties to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if pursuant to any agreement between such Lender and the Borrower (other than this Agreement or any other Loan Document), an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than with respect to the Obligations, such amount shall be applied ratably to such other Indebtedness and to the Obligations, and (b) if such Lender shall receive from any Loan Party the Borrower or Loan Partiesits Subsidiaries, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations by proceedings against the Borrower or its Subsidiaries at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise otherwise, as shall result in each Lender receiving in respect of the Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise a right of setoff if such exercise would limit or prevent the exercise of any other remedy or other recourse against the Borrower or its Subsidiaries; and provided further, if a Lender receives any amount in connection with the enforcement by such Lender against any particular assets held as collateral for Secured Indebtedness existing on the date hereof and unrelated to the Obligations which is owing to such Lender by the Borrower, such Lender shall not be required to ratably apply such amount to the Obligations.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to Borrower or any Lender may Guarantor (any such notice being expressly waived by Borrower, Parent and each of the other Guarantors) 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 Borrower or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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. Lender agrees to notify the Borrower promptly after any such set off and application; provided that the failure to give such notice shall not give the Borrower any cause of action or right to damages or affect the validity of such set off and application.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) 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 Borrower or the Guarantors to such LenderLender under the Loan Documents. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender agrees Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless In addition to any Liens granted under any of the adequacy Credit Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any Collateral, during the continuance of any time that an Event of DefaultDefault exists, without notice to Borrowers or any deposits other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or specificspecial (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or demand, provisional or final, regardless of currency, maturity, or the branch of where owing by such deposits are held) or other sums credited by or due from Agent Lender or any of Lenders their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the Loan Parties and any securities request or other property with the consent of the Loan Parties in Required Lenders, shall have declared the possession principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender may be applied to or set off against for any setoff made without 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, consent of the Loan Parties to Required Lenders and the validity of any such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but setoff shall not be obligated to freeze withdrawals from impaired by the absence of such consent. If any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party party (or Loan Parties, whether by voluntary payment, exercise of its Affiliate) exercises the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenderssetoff provided for hereunder, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 party shall be rescinded obligated to share any such setoff in the manner and the amount restored to the extent of such recovery, but without interestrequired by Section 13.5.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor (any such notice being expressly waived by the Borrower and Guarantors) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations or the Hedge 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 Borrower or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

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 Lenders to the Borrower and any securities or other property of the Loan Parties Borrower in the possession of Agent or any such Lender may WITH THE PRIOR 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 Loan Parties Borrower to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than Indebtedness evidenced by the Notes held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender, and (b) if such Lender shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise a right of setoff if such exercise would limit or prevent the exercise of any other remedy, right to Collateral or other recourse against the Borrower.

Setoff. Regardless of the adequacy of any Collateral, during 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 any of the Lenders or any Affiliated Lender to the Borrower, the Company or any of Lenders to any of the Loan Parties other Guarantors and any securities or other property of the Loan Parties Borrower, the Company or any of the other Guarantors in the possession of Agent such Lender or any Affiliated Lender may 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 Borrower to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower, the Company or any of the other Guarantors to such Lender, other than Indebtedness evidenced by the Notes held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender, and (b) if such Lender shall receive from the Borrower, the Company or any Loan Party or Loan Partiesof the other Guarantors, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Lender by proceedings against the Borrower, the Company or any of the other Guarantors at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateral, during the continuance of any Event of DefaultDefault under Section 12.1(a) or Section 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 of where such deposits are held) or other sums credited by or due from Agent any Lender to Borrowers or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of Borrowers or the Loan Parties Guarantors in the possession of Agent such Lender may, without notice to any Borrower or any Lender may Guarantor (any such notice being expressly waived by each Borrower and each Guarantor) but with the prior written approval of Administrative 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 Borrowers or the Loan Parties Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender agrees Lenders agree with each other Lender that if such Lender shall receive from any Loan Party Borrowers or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 Administrative Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor (any such notice being expressly waived by the Borrower and Guarantors) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations or the Hedge 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 Borrower or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest. Without limiting the foregoing, each of the Bid Loan Lenders agrees with each other Bid Loan Lender holding a Bid Loan made as part of the same Bid Loan Borrowing that if such Bid Loan Lender shall receive from Borrower or any Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Bid Loan Note held by such Bid Loan Lender any amount in excess of its ratable portion of the payments received by all of the Bid Loan Lenders with respect to the Bid Loan Notes held by all of such Bid Loan Lenders relating to such Bid Loan Borrowing, such Bid Loan Lender will make such disposition and arrangements with the other Bid Loan Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bid Loan Lender receiving in respect of such Bid Loan Notes held by it its proportionate payment as contemplated by this Agreement. 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of the adequacy of any Collateral, during 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 any Lender or any of Lenders Affiliate thereof to any of the Loan Parties Borrower and any securities or other property of the Loan Parties Borrower in the possession of Agent such Lender or any Lender may Affiliate may, without notice to Borrower (any such notice being expressly waived by Borrower) 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 Loan Parties Borrower to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan PartiesBorrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, 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 § 14.16 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 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. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have.

Setoff. Regardless of the adequacy of any Collateral, during the continuance of any Event of DefaultDefault 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 of where such deposits are held) or other sums credited by or due from Agent any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may 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 Loan Parties Borrower or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) such 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.

Setoff. Regardless Without limiting any other right of the adequacy of any CollateralLenders, 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 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. Upon upon the occurrence and during the continuance of an Event of Default, the Agent or any Lender, including Agent with respect at its sole election, may apply to the Advance Account, may, but shall not be obligated to freeze withdrawals from Indebtedness any account and all property of the Loan Parties any Borrower held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from Person in any Loan Party or Loan Partiescapacity, whether by voluntary payment, and may exercise of the a right of setoffsetoff against any monies owed to such Person by any Borrower. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans, Revolving Loans, or participations in Letter of Credit Outstandings or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans, Revolving Loans and participations in Letter of Credit Outstandings and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall retain purchase (for cash at face value) participations in the Term Loans, Revolving Loans and apply participations in Letter of Credit Outstandings and Swingline Loans of other Lenders to the payment extent necessary so that the benefit of all such payments shall be shared by the Note Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans, Revolving Loans and participations in Letter of Credit Outstandings and Swingline Loans; provided that (i) if any such participations are purchased and all or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenderspayment giving rise thereto is recovered, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 participations shall be rescinded and the amount purchase price restored to the extent of such recovery, but without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letter of Credit Outstandings and Swingline Loans to any assignee or participant, other than to a Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Setoff. Regardless of the adequacy of any Collateral, during 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 any of the Lenders to Borrower, the Company or any of Lenders to any of the Loan Parties other Guarantors and any securities or other property of Borrower, the Loan Parties Company or any of the other Guarantors in the possession of Agent or any such Lender may 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 Borrower to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of Borrower, the Company or any of the other Guarantors to such Lender, other than Indebtedness evidenced by the Notes held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender, and (b) if such Lender shall receive from Borrower, the Company or any Loan Party or Loan Partiesof the other Guarantors, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Lender by proceedings against Borrower, the Company or any of the other Guarantors at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, 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 of where such deposits are held) or other sums credited by or due from Agent any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) 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 Borrower or the Guarantors to such Lender. Upon Lender under the occurrence and during Loan Documents; provided that notwithstanding the continuance of an Event Default, any Lender, including Agent with respect foregoing or anything in the Loan Documents to the Advance Accountcontrary, may, but such right of setoff as to Borrower and REIT shall not be obligated apply to freeze withdrawals from any account of Borrower or REIT that is not an account tied to a specific property or for the Loan Parties held by such Lendercollection of rents from a specific property. Each Lender agrees of the Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of the adequacy of any CollateralWithout demand or notice, 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 at which such deposits are held, but specifically excluding tenant security deposits, other fiduciary accounts and other segregated escrow accounts required to be maintained by the Borrower for the benefit of any third party) or other sums credited by or due from Agent or any of Lenders to any of the Loan Parties and Lenders to the Borrower or its Subsidiaries or any securities or other property of the Loan Parties Borrower or its Subsidiaries in the possession of the Administrative Agent or any a Lender may 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, the Obligations. Each of the Loan Parties to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if pursuant to any agreement between such Lender and the Borrower (other than this Agreement or any other Loan Document), an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than with respect to the Obligations, such amount shall be applied ratably to such other Indebtedness and to the Obligations, and (b) if such Lender shall receive from any Loan Party the Borrower or Loan Partiesits Subsidiaries, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations by proceedings against the Borrower or its Subsidiaries at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise otherwise, as shall result in each Lender receiving in respect of the Notes held by it it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise a right of setoff if such exercise would limit or prevent the exercise of any other remedy or other recourse against the Borrower or its Subsidiaries; and provided further, if a Lender receives any amount in connection with the enforcement by such Lender against any particular assets held as collateral for Secured Indebtedness existing on the date hereof and unrelated to the Obligations which is owing to such Lender by the Borrower, such Lender shall not be required to ratably apply such amount to the Obligations.

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 any Lender or any of Lenders Affiliate thereof to Parent Borrower or any of the Loan Parties Subsidiary Credit Party and any securities or other property of the Loan Parties such parties in the possession of Agent such Lender or any Lender may Affiliate may, without notice to any Borrower or any Subsidiary Credit Party (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 Loan Parties Borrowers or any Subsidiary Credit Party to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from a Borrower or any Loan Party or Loan PartiesSubsidiary Credit Party, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of the adequacy of any Collateralcollateral for the Obligations, 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 any of the Banks to the Borrower or any of Lenders to any of the Loan other Transaction Parties and any securities or other property of the Loan Borrower and any of the other Transaction Parties in the possession of Agent or any Lender such Bank may be applied to or set off by such Bank 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 Borrower or such other Transaction Party to such LenderBank. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Banks agrees with each other Lender Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower or such other Transaction Party to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Lender Bank shall receive from any Loan Party the Borrower or Loan Partiessuch other Transaction Party, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or constituting Reimbursement Obligations owed to, such Bank by proceedings against the Borrower or such other Transaction Party at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by by, or Reimbursement Obligations owed to, such Lender Bank any amount in excess of its ratable portion of the payments received by all of Lenders the Banks with respect to the Notes held by by, and Reimbursement Obligations owed to, all of Lendersthe Banks, such Lender Bank will make such disposition and arrangements with the other Lenders Banks with respect to such excess, either by eitherby way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Lender Bank receiving in respect of the Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such LenderBank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless (1) In addition to any rights now or hereafter granted under Applicable Law and not by way of the adequacy limitation of any Collateralsuch rights, during the continuance of any Event of Default, each Lender, any participant with such Lender in the Loans and each Affiliate of each Lender are hereby authorized by the Borrowers at any time or from time to time, without notice to any Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or specificspecial, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or demand, provisional owing by any Lender or final, regardless any Affiliate of currency, maturity, any Lender or any participant to or for the credit or the branch account of where such deposits are held) any Borrower against and on account of the Secured Obligations irrespective or other sums credited by whether or due from not the Agent or such Lender shall have made any of Lenders to demand under this Agreement or any of the Loan Parties Documents, or the Agent or such Lender shall have declared any or all of the Secured Obligations to be due and payable as permitted by Section 12.2 and although such Secured Obligations shall be contingent or unmatured. (2) If any securities Lender shall obtain payment of any principal of or interest on any Loan made by it or on any other Secured Obligation owing to such Lender through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise, it shall promptly so notify the Agent (which shall promptly notify the other Lenders). If, as a result of such payment, such Lender shall have received a greater percentage of the principal of or interest on any Revolving Credit Loan to such Lender than the percentage received by any other Lender or Lenders in respect of the principal of or interest on any Revolving Credit Loan owing to such other Lender or Lenders, it shall, at the request of such other Lender or Lenders, promptly purchase from such other Lender or Lenders participations in (or, if and to the extent specified by such first Lender, direct interests in) the principal of or interest on Revolving Credit Loans owing to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that such first Lender and such other Lender or Lenders (such first Lender and such other Lender or Lenders being collectively referred to as the "Sharing Lenders") shall share the benefit of such excess payment (net of any expenses which may be incurred by such first Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid amounts of such obligations owing to each of the Sharing Lenders. To such end all the Sharing Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (3) The Borrowers agree that any Lender so purchasing a participation in obligations hereunder of the Borrowers to another Lender or other property of the Loan Parties in the possession of Agent or any Lender Lenders may be applied to or set off against the payment of Obligations and exercise any and all other liabilitiesrights of set-off, directbankers' lien, counterclaim or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Loan Parties to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenders, such Lender will make such disposition and arrangements with the other Lenders similar rights with respect to such excessparticipation as fully as if such first Lender were a direct holder of obligations of the Borrowers in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, either by way and retain the benefits of distributionexercising, pro tanto assignment any such right with respect to any other indebtedness or obligation of claimsthe Borrowers. (4) If under any applicable bankruptcy, subrogation insolvency or otherwise as other similar law, any Lender receives a secured claim in lieu of a set- off to which Section 15.4(b) hereof applies, such Lender shall result in each Lender receiving to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the Notes held by it its proportionate payment as contemplated by rights of the Lenders entitled under this Agreement; provided that if all or Section 15.4 to share in the benefits of any part of recovery on such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interestsecured claim.

Setoff. Regardless In addition to any rights now or hereafter granted under applicable law and not by way of the adequacy limitation of any Collateralsuch rights, during upon the occurrence of, and throughout the continuance of of, any Default or Event of Default, the Agent and each of the Lenders and each subsequent holder of any of the Notes is hereby authorized by the Borrower at any time or from time to time, without notice to the Borrower, to any Subsidiary of the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or specificspecial, including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other Indebtedness at any time held or demand, provisional or final, regardless of currency, maturity, owing by the Agent or the branch Lenders or that subsequent holder to or for the credit or the account of where such deposits are heldthe Borrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower to the Agent or the Lenders or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Credit Documents, irrespective of whether or not (i) or other sums credited by or due from the Agent or any of the Lenders or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans, the Notes and other amounts due hereunder shall have become due and payable hereunder and although said obligations and liabilities, or any of them, may be contingent or unmatured. The Agent or such Lender, as applicable, shall promptly give the Borrower notice of any such setoff, provided that any failure to give such notice shall not impact the validity of any such setoff or give rise to any liability of the Loan Parties and any securities or other property of the Loan Parties in the possession of Agent or any Lender may as a result of any such failure. The Agent and the Lenders agree, if there shall be applied any other Lenders pursuant to or set off against the payment of Obligations and any and all other liabilitiesSection 10.10(b), direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Loan Parties to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such a Lender shall receive from receives and retains any Loan Party or Loan Partiespayment, whether by voluntary payment, exercise setoff or application of the right of setoff, deposit balances or otherwise, and shall retain and apply to the payment on any of the Note Loans or Notes held by such Lender any amount L/C Obligations in excess of its ratable portion share of the payments received by on all of Lenders with respect such Obligations then owed to the Notes held by all of LendersLenders hereunder, then such Lender will make such disposition and arrangements with shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders with respect to such excessamount of the Loans or L/C Obligations, either or participations therein, held by way of distribution, pro tanto assignment of claims, subrogation such Lender (or otherwise interest therein) as shall result in each be necessary to cause such Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, such disposition and arrangements the related purchases from the other Lenders shall be rescinded ratably and the amount purchase price restored as to the portion of such excess payment so recovered, with interest pro rata, to the extent of such recovery, but without interestthe purchasing Lender is required to pay interest on the amount restored.

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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) 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 Borrower or the Guarantors to such LenderLender under the Loan Documents. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender agrees Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateralcollateral, during the continuance of if any Event of DefaultDefault shall have occurred and be continuing, 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 the Administrative Agent or any of Lenders other Creditor Party to either Borrower or any of the Loan Parties Guarantors and any securities or other property of either Borrower or any of the Loan Parties Guarantors in the possession of the Administrative Agent or such other Creditor Party or any Lender may of their respective Affiliates may, at any time, solely with the consent of the Administrative Agent, without demand or notice (any such notice being expressly waived by the Borrowers and the Guarantors), in whole or in part, be applied to or set off by the Administrative Agent or such other Creditor Party against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become dueObligations, now existing or hereafter arising, of the Loan Parties to such Lender. Upon Borrowers or any of the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect Guarantors to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Administrative Agent or such other Creditor Party regardless of the Loan adequacy of any other collateral securing the Loans. The Administrative Agent and each of the other Creditor Parties held by such Lender. Each Lender agrees agree with and among each other Lender that (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers or any of the Guarantors to the Administrative Agent or such Lender other Creditor Party, such amount shall be applied ratably first to Obligations owed to the Creditor Party exercising such right of set off and pro rata to any other similarly situated Creditor Parties, and then to the Obligations owed all other Creditor Parties, including, without limitation, Reimbursement Obligations owed to the Issuing Bank or all Lenders, and (ii) if the Administrative Agent or such other Creditor Party shall receive from either Borrower or any Loan Party Guarantor or Loan Partiesany other source, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by this Credit Agreement in the name of, or constituting Reimbursement Obligations owed to, the Administrative Agent or such other Creditor Party by proceedings against a Borrower or a Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note Obligations owed to the Administrative Agent or Notes held by such Lender other Creditor Party any amount in excess of its ratable portion of the payments received by all of Lenders the Creditor Parties with respect to the Notes held by debt evidenced hereby corresponding to all of Lendersthe Creditor Parties, such Lender Creditor Party will make such disposition and arrangements with the other Lenders Creditor Parties with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender Creditor Party receiving in respect of the Notes held by it debt evidenced hereby in its name or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such LenderCreditor Party, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO THE ADMINISTRATIVE AGENT OR ANY OTHER CREDITOR PARTY EXERCISING ANY RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EITHER BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. Regardless of the adequacy of any Collateralcollateral (if any), 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 Lenders to the Borrowers and any securities or other property of the Loan Parties Borrowers in the possession of Agent or any such Lender may be applied to or set off against the payment of Obligations Liabilities 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 Borrowers to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Partiesthe Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Lender by proceedings against the Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to Borrower or any Lender may Guarantor (any such notice being expressly waived by Borrower, Parent and each of the other Guarantors) 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 Borrower or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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. ▇▇▇▇▇▇ agrees to notify the Borrower promptly after any such set off and application; provided that the failure to give such notice shall not give the Borrower any cause of action or right to damages or affect the validity of such set off and application.

Setoff. Regardless of the adequacy of any Collateral, during 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 any Lender or any of Lenders Affiliate thereof to Borrower or any of the Loan Parties Subsidiary Guarantor and any securities or other property of the Loan Parties Borrower or any Subsidiary Guarantor in the possession of Agent such Lender or any Lender may Affiliate may, without notice to any Borrower (any such notice being expressly waived by Borrower and the Subsidiary Guarantors) 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 Borrower or any Subsidiary Guarantor to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from Borrower or any Loan Party or Loan PartiesSubsidiary Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, 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 of where such deposits are held) or other sums credited by or due from Agent any Lender to the Borrower or any of Lenders to any of the Loan Parties Subsidiary Guarantors and any securities or other property of the Loan Parties Borrower or the Subsidiary Guarantors in the possession of Agent such Lender may, without notice to Borrower or any Lender may Subsidiary Guarantor (any such notice being expressly waived by Borrower and the Subsidiary Guarantors) 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 Borrower or the Subsidiary Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party Borrower or Loan PartiesSubsidiary Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) 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 Borrower or the Guarantors to such LenderLender under the Loan Documents. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender agrees Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless In addition to any rights now or hereafter granted under applicable law and not by way of the adequacy limitation of any Collateralsuch rights, during upon the occurrence of, and throughout the continuance of of, any Event of Default, each Lender and each subsequent holder of any Note is hereby authorized by the Borrower at any time or from time to time, without notice to the Borrower or any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or specificspecial, including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other Indebtedness at any time owing by that Lender or demand, provisional that subsequent holder to or final, regardless of currency, maturity, for the credit 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 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. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held Borrower, whether or not matured, against and on account of the due and unpaid obligations and liabilities of the Borrower to that Lender or that subsequent holder under the Credit Documents, irrespective of whether or not that Lender or that subsequent holder shall have made any demand hereunder. Each Lender shall promptly give notice to the Borrower of any action taken by it under this Section 10.6, provided that any failure of such LenderLender to give such notice to the Borrower shall not affect the validity of such setoff. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive from receives and retains any Loan Party or Loan Partiespayment, whether by voluntary payment, exercise setoff or application of the right of setoff, deposit balances or otherwise, and shall retain and apply to the payment in respect of the Note or Notes held by such Lender any amount Term Loans in excess of its ratable portion share of the payments received by on all of Lenders with respect such Obligations then owed to the Notes held by all of LendersLenders hereunder, then such Lender will make such disposition and arrangements with shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders with respect to such excess, either amount of the Term Loans and participations therein held by way of distribution, pro tanto assignment of claims, subrogation or otherwise each such other Lender as shall result in each be necessary to cause such Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, such disposition and arrangements the related purchases from the other Lenders shall be rescinded ratably and the amount purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest.

Setoff. Regardless of the adequacy of any Collateralsecurity for the Obligations, 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 any Lender or any of Lenders Affiliate thereof to any of the Loan Credit Parties and any securities or other property of the Loan Credit Parties in the possession of Agent such Lender or any Lender may Affiliate may, without notice to any Credit Party (any such notice being expressly waived by Credit 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 Credit Parties to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of the adequacy of any CollateralWithout demand or notice, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional -108- or final, regardless of currency, maturity, or the branch of where at which such deposits are held, but specifically excluding tenant security deposits, other fiduciary accounts and other segregated escrow accounts required to be maintained by the Borrower for the benefit of any third party) or other sums credited by or due from Agent or any of Lenders to any of the Loan Parties and Lenders to the Borrower or its Subsidiaries or any securities or other property of the Loan Parties Borrower or its Subsidiaries in the possession of the Administrative Agent or any a Lender may 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, the Obligations. Each of the Loan Parties to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if pursuant to any agreement between such Lender and the Borrower (other than this Agreement or any other Loan Document), an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than with respect to the Obligations, such amount shall be applied ratably to such other Indebtedness and to the Obligations, and (b) if such Lender shall receive from any Loan Party the Borrower or Loan Partiesits Subsidiaries, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations by proceedings against the Borrower or its Subsidiaries at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise otherwise, as shall result in each Lender receiving in respect of the Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise a right of setoff if such exercise would limit or prevent the exercise of any other remedy or other recourse against the Borrower or its Subsidiaries; and PROVIDED FURTHER, if a Lender receives any amount in connection with the enforcement by such Lender against any particular assets held as collateral for Secured Indebtedness existing on the date hereof and unrelated to the Obligations which is owing to such Lender by the Borrower, such Lender shall not be required to ratably apply such amount to the Obligations.

Setoff. Regardless of the adequacy of any Collateral, during 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 any of the Lenders to the Borrower, the Company or any of Lenders to any of the Loan Parties other Guarantors and any securities or other property of the Loan Parties Borrower, the Company or any of the other Guarantors in the possession of Agent or any such Lender may 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 Borrower to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower, the Company or any of the other Guarantors to such Lender, other than Indebtedness evidenced by the Notes held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender, and (b) if such Lender shall receive from the Borrower, the Company or any Loan Party or Loan Partiesof the other Guarantors, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Lender by proceedings against the Borrower, the Company or any of the other Guarantors at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor (any such notice being expressly waived by the Borrower and the Guarantors) but with the prior written approval of the Agent and the Required Lenders, 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 Borrower or the Guarantors to such Lender, Agent will promptly provide Borrower with notice of any such set off of which Agent has received written notice. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

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 Borrower and any securities or other property of the Loan Parties Borrower in the possession of Agent or any Lender may 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 Borrower, as applicable, to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance AccountAgent, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties Borrower held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan PartiesBorrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, 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 of where such deposits are held) or other sums credited by or due from Agent any Lender or any of Lenders Affiliate thereof to Parent Borrower or any of the Loan Parties Subsidiary Credit Party and any securities or other property of the Loan Parties such parties in the possession of Agent such Lender or any Lender may Affiliate may, without notice to any Borrower or any Subsidiary Credit Party (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 Loan Parties Borrowers or any Subsidiary Credit Party to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from a Borrower or any Loan Party or Loan PartiesSubsidiary Credit Party, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateralsecurity for the Obligations, 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 any Lender or any of Lenders Affiliate thereof to any of the Loan Parties and any securities or other property of the Loan Parties in the possession of Agent such Lender or any Lender may 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. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any a Loan Party or Loan PartiesParty, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless In addition to any rights of the adequacy of any CollateralLenders under applicable law, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantor and any securities or other property of the Loan Parties Borrower or any Guarantor in the possession of Agent such Lender may, without notice to the Borrower or the Guarantors (any Lender may such notice being expressly waived by the Borrower and the Guarantors) 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 Borrower or any Guarantor to such Lender. Upon Lender under the occurrence and during the continuance of an Event Default, any Lender, including Agent Loan Documents; provided that with respect to the Advance AccountBorrower’s commercial banking accounts with ▇▇▇▇▇ Fargo Bank, mayNational Association, but ▇▇▇▇▇ Fargo Bank, National Association shall not be obligated exercise such right pursuant to freeze withdrawals from any account this Agreement unless an Event of Default under §10.1(a), (b), (f) or (g) shall have occurred or the maturity of the Loan Parties held by such LenderObligations has been accelerated. Each Lender agrees of the Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor (any such notice being expressly waived by the Borrower and the Guarantors) 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 Borrower or the Guarantors to such Lender, Agent will promptly provide Borrower with notice of any such set off of which Agent has received written notice. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless In addition to any rights now or hereafter granted under applicable law and not by way of the adequacy limitation of any Collateralsuch rights, during upon the occurrence of, and throughout the continuance of of, any Event of Default, each Lender, each Issuing Bank and each Swingline Lender is hereby authorized by the Borrowers at any time or from time to time, without prior notice to such Borrower or any other Person, any such prior notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or specificspecial, including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other Indebtedness at any time owing by such Lender, such Swingline Lender or demand, provisional such Issuing Bank to or final, regardless of currency, maturity, for the credit or the branch account of where such deposits are held) Borrower, whether or other sums credited by or due from Agent or any of Lenders to any not matured, against and on account of the Loan Parties due and any securities or other property unpaid obligations and liabilities of the Loan Parties in the possession of Agent or any Lender may 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 such Borrower to such Lender. Upon , such Swingline Lender or such Issuing Bank or that subsequent holder under the occurrence and during the continuance Credit Documents, irrespective of an Event Default, any whether or not such Lender, including Agent with respect such Swingline Lender or such Issuing Bank shall have made any demand hereunder. Each Lender, each Swingline Lender or each Issuing Bank shall promptly give notice to the Advance AccountCompany and the Administrative Agent of any action taken by it under this Section 10.6, mayprovided that any failure of such Lender, but such Swingline Lender or such Issuing Bank to give such notice to the Company or the Administrative Agent shall not be obligated to freeze withdrawals from any account affect the validity of the Loan Parties held by such Lendersetoff. Each Lender, each Swingline Lender and each Issuing Bank agrees with each other Lender, each other Swingline Lender and each other Issuing Bank a party hereto that if such Lender, such Swingline Lender shall receive from or such Issuing Bank receives and retains any Loan Party or Loan Partiespayment, whether by voluntary payment, exercise setoff or application of the right of setoff, deposit balances or otherwise, and shall retain and apply to the payment in respect of the Note Loans or Notes held by such Lender any amount L/C Obligations in excess of its ratable portion share of the payments received by on all of Lenders with respect such Obligations then owed to the Notes held by all of Lenders, the Swingline Lenders and the Issuing Banks hereunder, then such Lender, such Swingline Lender will make or such disposition and arrangements with Issuing Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders with respect to such excessamount of the Loans and L/C Obligations and participations therein held by each such other Lender, either by way of distribution, pro tanto assignment of claims, subrogation Swingline Lender or otherwise Issuing Bank as shall result in each be necessary to cause such Lender, such Swingline Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such Issuing Bank to share such excess payment ratably with all the other Lenders, the Swingline Lenders and the Issuing Banks; provided, however, that if any such purchase is made by any Lender, any Swingline Lender or any Issuing Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, such disposition and arrangements Swingline Lender or Issuing Bank, the related purchases from the other Lenders, Swingline Lenders or the Issuing Banks shall be rescinded ratably and the amount purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Lenders, the Swingline Lenders and the Issuing Banks, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor (any such notice being expressly waived by the Borrower and the Guarantors) 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 Borrower or the Guarantors to such Lender, Agent will promptly provide Borrower with notice of any such set off of which Agent has received written notice. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may 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 Loan Parties Borrower or the Guarantors to such LenderLender under the Loan Documents. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender agrees Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) such 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.

Setoff. Regardless In addition to any rights of the adequacy of any CollateralLenders under applicable law, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantor and any securities or other property of the Loan Parties Borrower or any Guarantor in the possession of Agent such Lender may, without notice to the Borrower or the Guarantors (any Lender may such notice being expressly waived by the Borrower and the Guarantors) 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 Borrower or any Guarantor to such Lender. Upon Lender under the occurrence and during the continuance of an Event Default, any Lender, including Agent Loan Documents; provided that with respect to the Advance AccountBorrower’s commercial banking accounts with ▇▇▇▇▇ Fargo Bank, mayNational Association, but ▇▇▇▇▇ Fargo Bank, National Association, if it is a Lender, shall not be obligated exercise such right pursuant to freeze withdrawals from any account this Agreement unless an Event of Default under §10.1(a), (b), (f) or (g) shall have occurred or the maturity of the Loan Parties held by such LenderObligations has been accelerated. Each Lender agrees of the Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless In addition to any rights of the adequacy of any CollateralLenders under applicable law, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantor and any securities or other property of the Loan Parties Borrower or any Guarantor in the possession of Agent such Lender may, without notice to the Borrower or the Guarantors (any Lender may such notice being expressly waived by the Borrower and the Guarantors) 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 Borrower or any Guarantor to such Lender. Upon Lender under the occurrence and during the continuance of an Event Default, any Lender, including Agent Loan Documents; provided that with respect to the Advance Account▇▇▇▇▇▇▇▇’s commercial banking accounts with ▇▇▇▇▇ Fargo Bank, mayNational Association, but ▇▇▇▇▇ Fargo Bank, National Association shall not be obligated exercise such right pursuant to freeze withdrawals from any account this Agreement unless an Event of Default under §10.1(a), (b), (f) or (g) shall have occurred or the maturity of the Loan Parties held by such LenderObligations has been accelerated. Each Lender agrees of the Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of the adequacy of any Collateralcollateral, if any, during the continuance of any Event of Default, any deposits (general or specific, time or demand, whatever currency, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantor and any securities or other property of the Loan Parties Borrower or any Guarantor in the possession of Agent such Lender may, without notice to Borrower or any Lender may Guarantor (any such notice being expressly waived by Borrower and Guarantors) 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 such Person to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from Borrower or any Loan Party or Loan PartiesGuarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of Upon the adequacy of any Collateral, occurrence and during the continuance of any Event failure by any Guarantor to timely perform any of Defaultits Guaranty Obligations as set forth herein, Buyer is hereby irrevocably authorized at any time and from time to time without notice to Guarantors, any such notice being hereby waived by Guarantors, to set off and appropriate and apply any and all monies and other property of any Guarantor, deposits (general or specificspecial, time or demand, provisional or final), regardless of in any 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 other credits, indebtedness or other property of the Loan Parties claims, in the possession of Agent or any Lender may be applied to or set off against the payment of Obligations and any and all other liabilitiescurrency, direct, in each case whether direct or indirect, absolute or contingent, due matured or unmatured, at any time held or owing by Buyer of any Affiliate thereof to become dueor for the credit or the account of any Guarantor, now existing or hereafter arisingany part thereof in such amounts as Buyer may elect, on account of the Loan Parties liabilities of any Guarantor hereunder and claims of every nature and description of Buyer against any Guarantor, in any currency, whether arising hereunder, under the Master Repurchase Agreement or otherwise, as Buyer may elect, whether or not Buyer has made any demand for payment and although such liabilities and claims may be contingent or unmatured. Buyer shall notify Guarantors of any such set-off and the application made by Buyer; provided that the failure to give such Lendernotice shall not affect the validity of such set-off and application. The rights of Buyer under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which Buyer may have. Upon the occurrence and during the continuance of an Event Defaultany failure by any Guarantor in the performance of any obligations hereunder, any Lender, including Agent with respect to the Advance Account, may, but Buyer shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of have the right of setoffto cause liquidation, termination or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored acceleration to the extent of such recovery, but without interestany assets pledged by Guarantors to secure its obligations hereunder or under any other agreement to which this Section 20 applies.

Setoff. Regardless In addition to any rights now or hereafter granted under applicable law and not by way of the adequacy limitation of any Collateralsuch rights, during upon the occurrence of, and throughout the continuance of of, any Event of Default, each Lender is hereby authorized by the Borrowers at any time or from time to time, without prior notice to such Borrower or any other Person, any such prior notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or specificspecial, including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other Indebtedness at any time owing by such Lender to or demand, provisional or final, regardless of currency, maturity, for the credit or the branch account of where such deposits are held) Borrower, whether or other sums credited by or due from Agent or any of Lenders to any of the Loan Parties not matured, against and any securities or other property of the Loan Parties in the possession of Agent or any Lender may 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. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any on account of the Loan Parties held due and unpaid obligations and liabilities of such Borrower to such Lender or that subsequent holder under the Credit Documents, irrespective of whether or not such Lender shall have made any demand hereunder. Each Lender shall promptly give notice to the Company and the Administrative Agent of any action taken by it under this Section 10.6, provided that any failure of such LenderLender to give such notice to the Company or the Administrative Agent shall not affect the validity of such setoff. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive from receives and retains any Loan Party or Loan Partiespayment, whether by voluntary payment, exercise setoff or application of the right of setoff, deposit balances or otherwise, and shall retain and apply to the payment in respect of the Note or Notes held by such Lender any amount Loans in excess of its ratable portion share of the payments received by on all of Lenders with respect such Obligations then owed to the Notes held by all of LendersLenders hereunder, then such Lender will make such disposition and arrangements with shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders with respect to such excess, either amount of the Loans and participations therein held by way of distribution, pro tanto assignment of claims, subrogation or otherwise each such other Lender as shall result in each be necessary to cause such Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, such disposition and arrangements the related purchases from the other Lenders shall be rescinded ratably and the amount purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

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 any Lender to the Borrowers or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrowers or the Guarantors in the possession of Agent such Lender may, without notice to any Borrower or any Lender may Guarantor (any such notice being expressly waived by Borrowers and Guarantors) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations or the Hedge 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 Borrowers or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party a Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

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 Lenders to the Borrowers and any securities or other property of the Loan Parties Borrowers in the possession of Agent or any such Lender may be applied to or set off by such Lender 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 Borrowers to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Lender other than Indebtedness evidenced by the Term Loan Notes held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Term Loan Notes held by such Lender, and (b) if such Lender shall receive from any Loan Party or Loan Partiesthe Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Term Loan Notes held by such Lender by proceedings against the Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Term Loan Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Term Loan Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Term Loan Notes held by it it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest, provided, further, that the foregoing shall not apply to any amount received by any Lender or its Affiliates in connection with, or related to, transactions, including financial accommodations and leases, with any of the Borrowers which are not related to the transactions contemplated by this Credit Agreement or the Prepetition Notes.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 Banks to either of the Borrower or the Parent and any securities or other property of the Loan Parties Borrower or the Parent in the possession of Agent or any Lender such Bank may be applied to or set off by such Bank 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 Borrower or the Parent to such LenderBank. Upon Each of the occurrence and during the continuance of an Event Default, any Lender, including Agent Banks agrees with each other Bank that (i) except with respect to the Advance Accountamount of any check or electronic equivalent deposited with such Bank and credited to the Borrower's or the Parent's account maintained with such Bank which is subsequently returned to the Borrower or the Parent unpaid, may, but shall not if an amount to be obligated set off is to freeze withdrawals from any account be applied to Indebtedness of the Loan Parties Borrower or the Parent to such Bank, other than the Obligations evidenced by the Notes held by such Lender. Each Lender agrees with each Bank, such amount shall be applied ratably to such other Lender that Indebtedness and to the Obligations evidenced by all such Notes held by such Bank, and (ii) if such Lender Bank shall receive from any Loan Party the Borrower or Loan Partiesthe Parent, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Bank by proceedings against the Borrower or the Parent at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender Bank any amount in excess of its ratable portion of the payments received by all of Lenders the Banks with respect to the Notes held by all of Lendersthe Banks, such Lender Bank will make such disposition and arrangements with the other Lenders Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender Bank receiving in respect of the Notes held by it its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such LenderBank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless If one or more Events of the adequacy of any Collateral, during the continuance of any Event of DefaultDefault as defined herein shall occur and be continuing, any Lender which is owed any obligation hereunder (“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 set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, ) 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 branch of where such deposits are held) or other sums credited by or due from Agent or any of Lenders to any account 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 set off Company, against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, of the obligations of the Company now existing or hereafter arisingexisting under this Agreement, irrespective of whether or not the Loan Parties Depositary shall have made any demand for satisfaction of such obligations and although such obligations may be unmatured. Each Depositary agrees to notify the Company and the Administrative Agent promptly after any such Lender. Upon setoff and application; provided that the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect failure to the Advance Account, may, but give such notice shall not be obligated affect the validity of such setoff and application. The rights of each Depositary under this Section 13.03 are in addition to freeze withdrawals from other rights and remedies (including, without limitation, other rights of setoff) which such Depositary may have hereunder or under any account of the Loan Parties held by such Lenderapplicable law. Each Lender Depositary agrees with each other Lender that (i) if it shall exercise any such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of banker’s lien, setoff, counterclaim or otherwisesimilar right pursuant hereto, and shall retain and it will apply the proceeds thereof first to the payment of Loans (other than Discretionary Revolving Loans) and LC Disbursements outstanding hereunder and thereafter to the Note payment of Discretionary Revolving Loans which may be owing to it and (ii) if it shall through the exercise of a right of banker’s lien, setoff, counterclaim or Notes otherwise obtain payment of a proportion of the Loans (other than Discretionary Revolving Loans) and participations in LC Disbursements held by such Lender any amount it in excess of its ratable portion the proportion of the payments received by all Loans (other than Discretionary Revolving Loans) and participations in LC Disbursements of Lenders with respect each of the other Depositaries being paid simultaneously, it shall be deemed to have simultaneously purchased from each other Depositary a participation in the Notes Loans (other than Discretionary Revolving Loans) and participations in LC Disbursements owed to such other Depositaries so that the amount of unpaid Loans (other than Discretionary Revolving Loans) and participations therein and participations in LC Disbursements held by all Depositaries shall be proportionate to the original principal amount of Lenders, such Lender will make such disposition the Loans (other than Discretionary Revolving Loans) and arrangements with the other Lenders with respect to such excess, either participations in LC Disbursements held by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result them; and in each Lender receiving in respect case it shall promptly remit to each such Depositary the amount of the Notes held by it participation thus deemed to have been purchased. The Company expressly consents to the foregoing arrangements, and in furtherance thereof, agrees that at such time as an Event of Default hereunder has occurred, the Administrative Agent shall provide to each Lender a schedule setting forth the Commitment of each Lender hereunder to permit each Lender to correctly determine the portion which its proportionate payment as contemplated by this Agreement; provided that if Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any part portion of any such excess payment is thereafter recovered from such Lenderthe Depositary which received the same, such disposition and arrangements the purchase provided for herein shall be deemed to have been rescinded and the amount restored to the extent of such recovery, 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 of where such deposits are held) or other sums credited by or due from Agent any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to Borrower or any Lender may Guarantor (any such notice being expressly waived by Borrower, Parent and each of the other Guarantors) 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 Borrower or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateralcollateral, during the continuance of any an Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) or other sums credited by or due from any Bank or Bank Agent or any of Lenders to any of the Loan Parties Borrowers and any securities or other property of the Loan Parties Borrowers in the possession of such Bank or Bank Agent or any Lender may be applied to or set off against the payment of the Obligations or, to the fullest extent permitted by law, the Canadian 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. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect Borrowers to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Banks. Each of the Loan Parties held by such Lender. Each Lender Banks agrees with each other Lender Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Lender Bank shall receive from the Borrowers any Loan Party or Loan Partiesamount, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or constituting Reimbursement Obligations owed to, such Bank by proceedings against the Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by by, or Reimbursement Obligations owed to, such Lender Bank any amount in excess of its ratable portion of the payments received by all of Lenders the Banks with respect to the Notes held by by, and Reimbursement Obligations owed to, all of Lendersthe Banks, such Lender Bank will make such disposition and arrangements with the other Lenders Banks with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Lender Bank receiving in respect of the Notes held by it its or Reimbursement Obligations owed it, such Bank's proportionate payment as contemplated by this Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such LenderBank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateralcollateral, if any, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantor and any securities or other property of the Loan Parties Borrower or any Guarantor in the possession of Agent such Lender may, without notice to Borrower or any Lender may Guarantor (any such notice being expressly waived by Borrower and Guarantors) 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 such Person to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from Borrower or any Loan Party or Loan PartiesGuarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless The Borrower agrees that, in addition to (and without limitation of) any right of setoff, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option without any prior notice to the adequacy of Borrower (any Collateralsuch notice being expressly waived by the Borrower to the extent permitted by applicable law), during the continuance of any Event of Default, any deposits to offset balances (general or specificspecial, time or demand, provisional or final) held by it for the account of the Borrower at any of such Bank's offices, 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 not paid when due (regardless of currencywhether such balances are then due to the Borrower), maturityin which case it shall promptly notify the Borrower thereof; provided that such Bank's failure to give such notice shall not affect the validity thereof. Payments by the Borrower thereof hereunder shall be made without setoff or counterclaim. Each Bank agrees that if it shall, through the exercise of a right of banker's lien, set-off, counterclaim or otherwise, obtain any payments from the branch of where such deposits are held) or other sums credited by or due from Agent Borrower 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 Guarantors, all such payments shall first 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, repayment of the Loan Parties outstanding Obligations, and such Bank will (a) be deemed to have simultaneously purchased from the other Banks a share in the Obligations held by such Lender. Upon Banks so that the occurrence and during amount of the continuance Obligations held by each of an Event Defaultthe Banks shall be on a pro rata basis (provided, any Lenderhowever, including Agent that for purposes of this Section, the term "pro-rata" will be determined with respect to the Advance Accounteach Bank's Commitment Proportion of outstanding Obligations after subtraction in each case of amounts, mayif any, but shall by which any such Bank has not be obligated funded an amount equal to freeze withdrawals from any account its Commitment Proportion of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of setoff, or otherwise, outstanding Obligations) and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenders, such Lender will (b) make such disposition and arrangements with the other Lenders Banks with respect to such excesspayments, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender Bank receiving in respect of the Notes held by it such payments its proportionate payment Commitment Proportion thereof as contemplated by this Agreement; provided that if hereby. If all or any part portion of such excess payment any of the payments referenced above is thereafter recovered from such Lenderthe Bank which received the same, such disposition and arrangements the purchase provided in this Section shall be rescinded and the amount restored to the extent of such recovery, but without interest. The Borrower and the Guarantors expressly consent to the foregoing arrangements and agree that each Bank so purchasing a portion of the other Banks' Obligations may exercise all rights of payment with respect to such portion as fully as if such Bank were the direct holder of such portion.

Setoff. Regardless If one or more Events of the adequacy of any Collateral, during the continuance of any Event of DefaultDefault as defined herein shall occur and be continuing, any Lender which is owed any obligation hereunder (“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 set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, ) 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 branch of where such deposits are held) or other sums credited by or due from Agent or any of Lenders to any account 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 set off Company, against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, of the obligations of the Company now existing or hereafter arisingexisting under this Agreement, irrespective of whether or not the Loan Parties Depositary shall have made any demand for satisfaction of such obligations and although such obligations may be unmatured. Each Depositary agrees to notify the Company and the Administrative Agent promptly after any such Lender. Upon setoff and application; provided that the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect failure to the Advance Account, may, but give such notice shall not be obligated affect the validity of such setoff and application. The rights of each Depositary under this Section 13.03 are in addition to freeze withdrawals from other rights and remedies (including, without limitation, other rights of setoff) which such Depositary may have hereunder or under any account of the Loan Parties held by such Lenderapplicable law. Each Lender Depositary agrees with each other Lender that (i) if it shall exercise any such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of banker’s lien, setoff, counterclaim or otherwisesimilar right pursuant hereto, and shall retain and it will apply the proceeds thereof first to the payment of Revolving Credit Loans and LC Disbursements outstanding hereunder and thereafter to the Note payment of Discretionary Loans which may be owing to it and (ii) if it shall through the exercise of a right of banker’s lien, setoff, counterclaim or Notes otherwise obtain payment of a proportion of the Revolving Credit Loans and participations in LC Disbursements held by such Lender any amount it in excess of its ratable portion the proportion of the payments received by all Revolving Credit Loans and participations in LC Disbursements of Lenders with respect each of the other Depositaries being paid simultaneously, it shall be deemed to have simultaneously purchased from each other Depositary a participation in the Notes Revolving Credit Loans and participations in LC Disbursements owed to such other Depositaries so that the amount of unpaid Revolving Credit Loans and participations therein and participations in LC Disbursements held by all Depositaries shall be proportionate to the original principal amount of Lenders, such Lender will make such disposition the Revolving Credit Loans and arrangements with the other Lenders with respect to such excess, either participations in LC Disbursements held by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result them; and in each Lender receiving in respect case it shall promptly remit to each such Depositary the amount of the Notes held by it participation thus deemed to have been purchased. The Company expressly consents to the foregoing arrangements, and in furtherance thereof, agrees that at such time as an Event of Default hereunder has occurred, the Administrative Agent shall provide to each Lender a schedule setting forth the Commitment of each Lender hereunder to permit each Lender to correctly determine the portion which its proportionate payment as contemplated by this Agreement; provided that if Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any part portion of any such excess payment is thereafter recovered from such Lenderthe Depositary which received the same, such disposition and arrangements the purchase provided for herein shall be deemed to have been rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless In addition to any rights and remedies of the adequacy Lender provided by law, upon the occurrence of any Collateral, during the continuance of any an Event of DefaultDefault and acceleration of the Obligations owing in connection with this Agreement, any deposits (general or specificthe Lender shall have the right, 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 without prior notice to any of the Loan Parties and Borrowers or any securities or other property Person, any such notice being expressly waived by each of the Loan Parties in Borrowers to the possession extent permitted by applicable law, to setoff and apply against any Indebtedness, whether matured or unmatured, of Agent any of the Borrowers or any Subsidiary of any of the Borrowers, if any, to the Lender, any amount held by or owing from the Lender to or for the credit or the account of such Borrower or any such Subsidiary of such Borrower, if any (other than accounts for payroll or employee withholding taxes) at, or at any time after, the happening of any of the above mentioned events, and the aforesaid right of setoff may be applied to exercised by such Lender against any of the Borrowers or set off against the payment any Subsidiary, if any, of Obligations and any and all other liabilities, directsuch Borrower, or indirectagainst any trustee in bankruptcy, absolute debtor in possession, assignee for the benefit of creditors, receiver, custodian or contingentexecution, due judgment or attachment creditor of such Borrower or against anyone else claiming through or against such Borrower or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, custodian or execution, judgment or attachment creditor, notwithstanding the fact that such right of setoff shall not have been exercised by the Lender prior to become duethe making, now existing filing or hereafter arisingissuance of, or service upon the Lender, or of the Loan Parties to such Lender. Upon the occurrence and during the continuance of an Event Defaultnotice of, any such petition, assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. The Lender agrees promptly to notify the Borrowers (by means of a single notice to CheckFree), after any such setoff and application made by the Lender, including Agent provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding anything contained herein to the contrary, the Lender shall have no right of set-off, at common law, contractual, or otherwise, at any time with respect to the Advance Special Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, 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 of where such deposits are held) or other sums credited by or due from Agent any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) 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 Borrower or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender agrees Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless Each Alternate Currency Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the adequacy of United States Code or any Collateral, during the continuance of any Event of Default, any deposits (general other security or specific, time or demand, provisional or final, regardless of currency, maturityinterest arising from, or the branch of where in lieu of, such deposits are held) secured claim, received by such Alternate Currency Lender under any applicable bankruptcy, insolvency 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 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. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of setoff, similar law or otherwise, and shall retain and apply to or by similar means, obtain payment (voluntary or involuntary) of any Alternate Currency Loan or Loans as a result of which the payment of the Note or Notes held by such Lender any amount in excess of its ratable unpaid principal portion of the payments received Alternate Currency Loans of such Alternate Currency Lender shall be proportionately less than the unpaid principal portion of the Alternate Currency Loans of any other Alternate Currency Lender it shall be deemed simultaneously to have purchased from such other Alternate Currency Lender at face value, and shall promptly pay to such other Alternate Currency Lender the purchase price for, a participation in the Alternate Currency Loans of such other Alternate Currency Lender, so that the aggregate unpaid principal amount of the Alternate Currency Loans and participations in the Alternate Currency Loans held by all of Lenders with respect each Alternate Currency Lender shall be in the same proportion to the Notes held by aggregate unpaid principal amount of all Alternate Currency Loans then outstanding as the principal amount of Lendersits Alternate Currency Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all Alternate Currency Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 4.05 and the payment giving rise thereto shall thereafter be recovered, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation purchase or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all purchases or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements adjustments shall be rescinded and the amount restored to the extent of such recovery, but recovery and the purchase price or prices or adjustment restored without interest. Each Borrower party to this Addendum expressly consents to the foregoing arrangements and agrees that any Alternate Currency Lender holding a participation in an Alternate Currency Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by such Borrowing Subsidiary to such Alternate Currency Lender by reason thereof as fully as if such Alternate Currency Lender had made an Alternate Currency Loan directly to such Borrower in the amount of such participation.

Setoff. Regardless of the adequacy of any Collateralcollateral, if any, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantor and any securities or other property of the Loan Parties Borrower or any Guarantor in the possession of Agent such Lender may, without notice to Borrower or any Lender may Guarantor (any such notice being expressly waived by Borrower and Guarantors) 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 such Person to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from Borrower or any Loan Party or Loan PartiesGuarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless (a) Notwithstanding anything to the contrary contained in this Agreement, subject to the limitations set forth in this Section 7.05 and in Section 7.06, with respect to any US Working Capital Shortfall or Canadian Working Capital Shortfall required under Section 2.04(f) to be paid by Seller to Buyer or any payment required under this Article VII to be made by Seller to any Buyer Indemnified Person for any indemnification claim (together with interest thereon (if any) and all costs and expenses related thereto with respect to which any Buyer Indemnified Person is entitled to recover under the provisions of this Agreement, a “Seller Payment”), Buyer shall have the right, in Buyer’s sole discretion, to satisfy the amount of such Seller Payment by set-off, offset, and reduction of any and all amounts then due or to be become due to Seller under this Agreement or any other Transaction Document, including the Escrow Amount, the Earn-Out Amount, or any other payment stream, agreement or obligation of any kind or nature whatsoever, subject to the requirements of applicable Laws. (b) Buyer may only exercise the right of set-off provided in this Article VII in respect of claims relating to Losses actually incurred by Buyer (in which case the amount of such set-off shall be the amount of such actual Losses) or claims actually asserted by a third Person (in which case the amount of the adequacy set-off shall not exceed the Buyer’s good faith estimate of the amount of indemnifiable Losses that will ultimately be payable to Buyer in respect of such claims). If any such claims for indemnity are resolved in favor of Sellers by mutual agreement or otherwise, or if the amount set-off exceeds the amount ultimately payable to the Buyer in respect of such claim, Buyer shall pay to the Seller the excess of such set-off amount. In the event that the amount set-off by Buyer is equal to or greater than 25% of the amount ultimately payable to Buyer in respect of such claim, then Buyer shall also pay to Seller interest at a rate of 6% per annum on such excess amount, such interest to accrue from the date on which such set-off amount would have been paid to the Seller but for the claim in question. Neither the exercise of nor the failure to exercise such right of setoff or offset will constitute an election of remedies or limit any Buyer Indemnified Person in any manner in the enforcement 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 remedies that may be available to any Buyer Indemnified Person. (c) Notwithstanding the survival periods set forth in Section 7.04, if Buyer provides a notice of a claim seeking indemnification with respect to any actual or alleged Loss prior to the expiration of the Loan Parties applicable time period set forth in Section 7.04, Buyer shall be entitled to satisfy any set-off amount pursuant to this Section 7.05 by reduction and set-off from any securities or other property amounts to be paid to Seller after the expiration of the Loan Parties applicable time periods set forth in Section 7.04. (d) To the possession of Agent or any Lender may be applied to or set extent not set-off against the payment Earn-Out Amount, Buyer and Seller agree that any Seller Payment, including all amounts determined as payable as a result of Obligations any claim by a Buyer Indemnified Person for indemnification under this Article VII, shall be paid first with the Escrow Amount in accordance with the Escrow Agreement. Seller further acknowledges and any agrees that it shall instruct the Escrow Agent to pay such amounts to Buyer from the Escrow Amount and to take all other liabilities, direct, or indirect, absolute or contingent, due or actions reasonably necessary to become due, now existing or hereafter arising, of the Loan Parties cause Escrow Agent to make any such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless If one or more Events of the adequacy of any Collateral, during the continuance of any Event of DefaultDefault as defined herein shall occur and be continuing, any Lender which is owed any obligation hereunder ("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 set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, ) 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 branch of where such deposits are held) or other sums credited by or due from Agent or any of Lenders to any account 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 set off Company, against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, of the obligations of the Company now existing or hereafter arisingexisting under this Agreement, irrespective of whether or not the Loan Parties Depositary shall have made any demand for satisfaction of such obligations and although such obligations may be unmatured. Each Depositary agrees to notify the Company and the Administrative Agent promptly after any such Lender. Upon setoff and application; provided that the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect failure to the Advance Account, may, but give such notice shall not be obligated affect the validity of such setoff and application. The rights of each Depositary under this Section 13.03 are in addition to freeze withdrawals from other rights and remedies (including, without limitation, other rights of setoff) which such Depositary may have hereunder or under any account of the Loan Parties held by such Lenderapplicable law. Each Lender Depositary agrees with each other Lender that (i) if it shall exercise any such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of banker's lien, setoff, counterclaim or otherwisesimilar right pursuant hereto, and shall retain and it will apply the proceeds thereof first to the payment of Loans (other than Discretionary Loans) and LC Disbursements outstanding hereunder and thereafter to the Note payment of Discretionary Loans which may be owing to it and (ii) if it shall through the exercise of a right of banker's lien, setoff, counterclaim or Notes otherwise obtain payment of a proportion of the Loans (other than Discretionary Loans) and participations in LC Disbursements held by such Lender any amount it in excess of its ratable portion the proportion of the payments received by all Loans (other than Discretionary Loans) and participations in LC Disbursements of Lenders with respect each of the other Depositaries being paid simultaneously, it shall be deemed to have simultaneously purchased from each other Depositary a participation in the Notes Loans (other than Discretionary Loans) and participations in LC Disbursements owed to such other Depositaries so that the amount of unpaid Loans (other than Discretionary Loans) and participations therein and participations in LC Disbursements held by all Depositaries shall be proportionate to the original principal amount of Lenders, such Lender will make such disposition the Loans (other than Discretionary Loans) and arrangements with the other Lenders with respect to such excess, either participations in LC Disbursements held by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result them; and in each Lender receiving in respect case it shall promptly remit to each such Depositary the amount of the Notes held by it participation thus deemed to have been purchased. The Company expressly consents to the foregoing arrangements, and in furtherance thereof, agrees that at such time as an Event of Default hereunder has occurred, the Administrative Agent shall provide to each Lender a schedule setting forth the Commitment of each Lender hereunder to permit each Lender to correctly determine the portion which its proportionate payment as contemplated by this Agreement; provided that if Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any part portion of any such excess payment is thereafter recovered from such Lenderthe Depositary which received the same, such disposition and arrangements the purchase provided for herein shall be deemed to have been rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. The Borrowers and the Guarantors hereby grant to each Agent, Issuing Bank and each of the Lenders a continuing lien, security interest and right of setoff as security for all liabilities and obligations to each Agent, Issuing Bank and each Lender, 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 such Agent, such Issuing Bank or such Lender or any Lender Affiliate and their successors and assigns or in transit to any of them. Regardless of the adequacy of any Collateralcollateral, during if any of the continuance of Obligations are due and payable and have not been paid or any Event of DefaultDefault shall have occurred, 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 the Lenders to any of the Loan Parties Borrower or any Guarantor and any securities or other property of the Loan Parties any Borrower or any Guarantor in the possession of Agent or any such Lender may be applied to or set off by such Lender 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 any Borrower or any Guarantor to such Lender. Upon Each Borrower and each Guarantor hereby grants to the occurrence Issuing Banks a security interest in all goods, documents, instruments and during accounts which shall come into the continuance possession or control of an Event Defaultthe Issuing Banks, any Lenderof the Issuing Banks’ correspondents, including Agent or any Borrower or any Guarantor, or in which any Borrower or any Guarantor may acquire an interest and the proceeds thereof as the result of opening or in connection with respect any transaction under any Letter of Credit, as security for (a) all payments made or to be made by such Issuing Bank or its correspondents under such Letter of Credit, (b) any interest, commission or other customary charges in relation to such Letter of Credit and (c) any other obligations of any Borrower or any Guarantor to the Advance Account, may, but shall not be obligated to freeze withdrawals from Issuing Banks under this Credit Agreement. Upon any account default by the Borrowers or the Guarantors in any of the Loan Parties held by undertakings set forth in this Credit Agreement in respect of the Letters of Credit, each Issuing Bank is authorized to sell any or all such Lendergoods or documents at public or private sale and exercise any and all other rights as a secured creditor under the provisions of the Uniform Commercial Code of the State of New York or any similar statute. Any legal requirement that any Issuing Bank must give the Borrowers and the Guarantors, as applicable, reasonable notice of any proposed sale or disposition of the goods or documents shall be met if such notice is given to the Borrowers and the Guarantors, as applicable, at least five (5) days before the time of such sale or disposition. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each Lender of the Lenders agrees with each other Lender that (i) if an amount to be set off is to be applied to Indebtedness of any Borrower or Guarantor to such Lender, other than Indebtedness evidenced by the Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender, and (ii) if such Lender shall receive from any Loan Party Borrower or Loan Partiesany Guarantor, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or constituting Reimbursement Obligations owed to, such Lender by proceedings against any Borrower or any Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.; provided further that the provisions of this Section shall not be construed to apply to (w) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Delinquent Lender), (x) the application of Cash Collateral provided for in §2.14, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in LC Obligations or Swingline Loans to any assignee or participant, other than an assignment to any Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply), or (z) any payment made by or on behalf of any Borrower to Lenders having Commitments under the Existing Tranche on the Existing Tranche Termination Date. Notwithstanding anything to the contrary contained herein, in the event that any Delinquent 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

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may 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 Loan Parties Borrower or the Guarantors to such LenderLender under the Loan Documents. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender agrees Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, 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 of where such deposits are held) or other sums credited by or due from Agent any Lender or any of Lenders Affiliate thereof to any of the Loan Parties Borrower or the Pledgor and any securities or other property of the Loan Parties such parties in the possession of Agent such Lender or any Lender may Affiliate may, without notice to the Borrower (any such notice being expressly waived by the Borrower) 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 Loan Parties Borrower or the Pledgor to such Lender. Upon the occurrence and during the continuance Each of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Pledgor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateral, during the continuance of any Event of DefaultDefault 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 of where such deposits are held) or other sums credited by or due from Agent any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may 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 Loan Parties Borrower or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender agrees Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) such 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.

Setoff. Regardless of the adequacy of any CollateralWithout demand or notice, 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 at which such deposits are held, but specifically excluding tenant security deposits, other fiduciary accounts and other segregated escrow accounts required to be maintained by the Borrower for the benefit of any third party) or other sums credited by or due from Agent or any of Lenders to any of the Loan Parties and Lenders to the Borrower or its Subsidiaries or any securities or other property of the Loan Parties Borrower or its Subsidiaries in the possession of the Administrative Agent or any a Lender may 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, the Obligations. Each of the Loan Parties to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if pursuant to any agreement between such Lender and the Borrower (other than this Agreement or any other Loan Document), an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than with respect to the Obligations, such amount shall be applied ratably to such other Indebtedness and to the Obligations, and (b) if such Lender shall receive from any Loan Party the Borrower or Loan Partiesits Subsidiaries, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations by proceedings against the Borrower or its Subsidiaries at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise otherwise, as shall result in each Lender receiving in respect of the Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise a right of setoff if such exercise would limit or prevent the exercise of any other remedy or other recourse against the Borrower or its Subsidiaries; and PROVIDED FURTHER, if a Lender receives any amount in connection with the enforcement by such Lender against any particular assets held as collateral for Secured Indebtedness existing on the date hereof and unrelated to the Obligations which is owing to such Lender by the Borrower, such Lender shall not be required to ratably apply such amount to the Obligations.

Setoff. Regardless of the adequacy of any Collateral, during 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent or any such Lender may 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 Borrower or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateralcollateral, during the continuance of any Event of DefaultDefault 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 of where such deposits are held) or other sums credited by or due from Agent any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may 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 Loan Parties Borrower or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) such 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.

Setoff. Regardless of the adequacy of In addition to 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 Liens granted under any of the Loan Parties Documents and any securities rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other property Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits, general or special (including Indebtedness evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Loan Parties Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the possession request or with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Borrower shall have a claim or cause of action against Agent or any Lender may be applied to or set off against for any setoff made without 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, consent of the Loan Parties to Required Lenders and the validity of any such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but setoff shall not be obligated to freeze withdrawals from impaired by the absence of such consent. If any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party party (or Loan Parties, whether by voluntary payment, exercise of its Affiliate) exercises the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenderssetoff provided for hereunder, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 party shall be rescinded obligated to share any such setoff in the manner and the amount restored to the extent of such recovery, but without interestrequired by Section 13.5.

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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may 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 Loan Parties Borrower or the Guarantors to such LenderLender under the Loan Documents. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender agrees Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) such 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. Notwithstanding the foregoing, each Lender may separately waive in writing any right of setoff against the Obligations it has with respect to any deposit account of Borrower or REIT maintained with such Lender or any other account or property of Borrower or REIT held by such Lender; provided however, that this waiver is not intended, and shall not be deemed, to waive any right of setoff any Lender or Agent has with respect to any account required to be maintained pursuant to this Agreement or any other Loan Document.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 Lenders to the Borrower and any securities or other property of the Loan Parties Borrower in the possession of Agent or any such Lender may be applied to or set off by such Lender 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 Borrower to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than Indebtedness evidenced by the Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender, such amount shall be applied ratably to such other Indebtedness (except that no amounts shall be applied to documentary letters of credit) and to the Indebtedness evidenced by all such Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender, and (b) if such Lender shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or constituting Reimbursement Obligations owed to, such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateral, during the continuance of any Event of Defaultcollateral, 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 Lenders to the Borrower and any securities or other property of the Loan Parties Borrower in the possession of Agent or such Lender at any Lender time may 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 Borrower to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than Indebtedness evidenced by the Note held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by such Note held by such Lender, and (b) if such Lender shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Note held by such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes Note 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 restored to the extent of such recovery, but without interest.

Setoff. 104 -97- Regardless of the adequacy of any Collateralcollateral, 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 Banks to the Borrower and any securities or other property of the Loan Parties Borrower in the possession of Agent or any Lender such Bank may be applied to or set off by such Bank 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 Borrower to such LenderBank. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Banks agrees with each other Lender Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank or constituting such Bank's participating interest in any Swing Line Loans, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank or constituting such Bank's participating interest in any Swing Line Loans, and (ii) if such Lender Bank shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or constituting Reimbursement Obligations owed to, or the participating interest in any Swing Line Loans of, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by by, or Reimbursement Obligations owed to, or the participating interest in any Swing Line Loans of, such Lender Bank any amount in excess of its ratable portion of the payments received by all of Lenders the Banks with respect to the Notes held by by, and Reimbursement Obligations owed to, or the participating interest in any Swing Line Loans of, all of Lendersthe Banks, such Lender Bank will make such disposition and arrangements with the other Lenders Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender Bank receiving in respect of the Notes held by it or Reimbursement Obligations owed it or the participating interest in any Swing Line Loans, 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 LenderBank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateral, during 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 Lenders to the Borrower and any securities or other property of the Loan Parties Borrower in the possession of Agent or any such Lender may 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 Borrower to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than Indebtedness evidenced by the Notes held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender, and (b) if such Lender shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest, unless the Lender from whom such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its allocable share of such interest based on the period of time that it was in possession of the funds being returned.

Setoff. (A) Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors, if any, and any securities or other property of the Loan Parties Borrower or the Guarantors, if any, in the possession of Agent such Lender (or such Lender’s Affiliate) may, without notice to the Borrower or any Lender may Guarantor, if any, (any such notice being expressly waived by the Borrower and the Guarantors, if any) 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 Borrower or the Guarantors , if any, to such Lender. Upon the occurrence and during the continuance , Agent will promptly provide Borrower with notice of an Event Default, any Lender, including such set off of which Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account has received written notice. (B) Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, if any, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 Banks to the Borrower and any securities or other property of the Loan Parties Borrower in the possession of Agent or any Lender such Bank may be applied to or set off by such Bank 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 Borrower to such LenderBank. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Banks agrees with each other Lender Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank, and (b) if such Lender Bank shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes 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 Note or Notes held by such Lender Bank any amount in excess of its ratable portion of the payments received by all of Lenders the Banks with respect to the Notes held by all of Lendersthe Banks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 4.6, 4.7, 4.8, and 4.9), such Lender Bank will make such disposition and arrangements with the other Lenders Banks with respect to such excess, either by way of distribution, pro --- tanto assignment of claims, subrogation subrogation, or otherwise as shall result in each Lender ----- Bank receiving in respect of the 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 LenderBank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, 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 of where such deposits are held) or other sums credited by or due from Agent any Lender to the Borrower or any of Lenders to any of the Loan Parties its Subsidiaries and any securities or other property of the Loan Parties Borrower or any of its Subsidiaries in the possession of Agent or any Lender may be applied to or set off by such Lender 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 Borrower to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that that: (i) if an amount to be set off is to be applied to obligations of the Borrower or any of its Subsidiaries to such Lender, other than Obligations evidenced by the Notes held by such Lender, such amount shall be applied ratably to such other Obligations and to the Obligations evidenced by all such Notes held by such Lender and if such Lender shall receive from the Borrower or any Loan Party or Loan Partiesof its Subsidiaries, whether by voluntary payment, exercise of the right of setoff, counterclaim, or offset, enforcement of the claim evidenced by the Notes held by such Lender by proceeding against the Borrower or any of its Subsidiaries at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition dispositions and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claimsclaim, subrogation or otherwise as or shall result in each Lender receiving in respect on account of the Note or Notes held by it its proportionate payment as contemplated by this Credit Agreement; provided provided, that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateralcollateral, if any, 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 any Lender to Borrower or any of Lenders to any of the Loan Parties Guarantor and any securities or other property of the Loan Parties Borrower or any Guarantor in the possession of Agent such Lender may, without notice to Borrower or any Lender may Guarantor (any such notice being expressly waived by Borrower and Guarantors) 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 such Person to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from Borrower or any Loan Party or Loan PartiesGuarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest. Without limiting the foregoing, each of the Bid Loan Lenders agrees with each other Bid Loan Lender holding a Bid Loan made as part of the same Bid Loan Borrowing that if such Bid Loan Lender shall receive from Borrower or any Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Bid Loan Note held by such Bid Loan Lender any amount in excess of its ratable portion of the payments received by all of the Bid Loan Lenders with respect to the Bid Loan Notes held by all of such Bid Loan Lenders relating to such Bid Loan Borrowing, such Bid Loan Lender will make such disposition and arrangements with the other Bid Loan Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bid Loan Lender receiving in respect of such Bid Loan Notes held by it its proportionate payment as contemplated by this Agreement. 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 the Lenders to any of the Loan Parties Borrowers or any Guarantor and any securities or other property of any of the Loan Parties Borrowers or any Guarantor in the possession of Agent or any such Lender may 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 Borrowers to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party of the Borrowers or Loan Partiesany Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by Obligations owed to such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes Obligations held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes Obligations 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

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 any Lender or any of Lenders Affiliate thereof to any of the Loan Parties and any securities or other property of the Loan Parties in the possession of Agent such Lender or any Lender may 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. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 Lenders to the Borrower and any securities or other property of the Loan Parties Borrower in the possession of Agent or any such Lender may be applied to or set off by such Lender against the payment of Obligations owing (whether or not then due and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, payable) of the Loan Parties Borrower to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than Indebtedness evidenced by the Revolving Credit Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender and (b) if such Lender shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owed to, such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by by, or constituting Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Revolving Credit Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless In addition to any rights of the adequacy of any CollateralLenders under applicable law, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantor and any securities or other property of the Loan Parties Borrower or any Guarantor in the possession of Agent such Lender may, without notice to the Borrower or the Guarantors (any Lender may such notice being expressly waived by the Borrower and the Guarantors) 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 Borrower or any Guarantor to such Lender. Upon Lender under the occurrence and during the continuance of an Event Default, any Lender, including Agent Loan Documents; provided that with respect to the Advance AccountBorrower’s commercial banking accounts with ▇▇▇▇▇ Fargo Bank, mayNational Association, but ▇▇▇▇▇ Fargo Bank, National Association shall not be obligated exercise such right pursuant to freeze withdrawals from any account this Agreement unless an Event of Default under §10.1(a), (b), (f) or (g) shall have occurred or the maturity of the Loan Parties held by such LenderObligations has been accelerated. Each Lender agrees of the Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

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 any Lender to Borrower or any of Lenders to any of the Loan Parties Guarantor and any securities or other property of the Loan Parties Borrower or Guarantor in the possession of Agent such Lender may, without notice to Borrower or Guarantor (any Lender may such notice being expressly waived by Borrower and Guarantor) 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 such Person to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party Borrower or Loan PartiesGuarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

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 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 Parties, to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance AccountAgent, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any the Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, 6231593.9\0334186 subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless of (a) The Administrative Agent and each Lender is hereby authorized at any time and from time to time, upon the adequacy of any Collateral, occurrence and during the continuance of any Event of Default, without prior notice to the Company, to the fullest extent permitted by law, to set off and apply any and all balances, credits, deposits (general or specific, special time or demand, provisional or final), regardless of currency, maturity, accounts or monies at any time held and other indebtedness at any time owing by 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 Administrative Agent or any Lender may be applied at any of its branches or affiliates to or set off for the account of the Company 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 amounts owing by the Company under this Agreement or the Operative Documents to which it is a party, whether or not the Administrative Agent or any Lender shall have made any demand hereunder or thereunder. The rights of the Administrative Agent and each Lender under this Section 9.03 are in addition to, and do not derogate from or impair, other rights and remedies (including, without limitation, other rights of setoff) which any of them may have. (b) Each Lender agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Tranche A Note or Tranche B Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of its principal and interest due with respect to any Tranche A Note or Tranche B Note, respectively, held by such Lender. Upon the occurrence and during the continuance of an Event Default, any other Lender, including Agent the Lender receiving such proportionately greater payment shall purchase participations in the Tranche A Notes or Tranche B Notes, as the case may be, held by the other Lenders and such other adjustments shall be made as may be required so that all such payments with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of setoff, or otherwise, principal and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders interest with respect to the Notes held by all the Lenders shall be shared by the Lenders pro rata. The Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of Lendersa participation in a Note, such Lender will make such disposition whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaims and arrangements with the other Lenders collection rights with respect to such excess, either by way participation as fully as if such holder of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect a participation were a direct creditor of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part Company in the amount of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interestparticipation.

Setoff. Regardless If one or more Events of the adequacy of any Collateral, during the continuance of any Event of DefaultDefault as defined herein shall occur and be continuing, any Lender which is owed any obligation hereunder ("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 set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, ) 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 branch of where such deposits are held) or other sums credited by or due from Agent or any of Lenders to any account 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 set off Company, against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, of the obligations of the Company now existing or hereafter arisingexisting under this Agreement, irrespective of whether or not the Loan Parties Depositary shall have made any demand for satisfaction of such obligations and although such obligations may be unmatured. Each Depositary agrees to notify the Company and the Administrative Agent promptly after any such Lender. Upon setoff and application; provided that the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect failure to the Advance Account, may, but give such notice shall not be obligated affect the validity of such setoff and application. The rights of each Depositary under this Section 13.03 are in addition to freeze withdrawals from other rights and remedies (including, without limitation, other rights of setoff) which such Depositary may have hereunder or under any account of the Loan Parties held by such Lenderapplicable law. Each Lender Depositary agrees with each other Lender that (i) if it shall exercise any such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of banker's lien, setoff, counterclaim or otherwisesimilar right pursuant hereto, and shall retain and it will apply the proceeds thereof first to the payment of Revolving Credit Loans and LC Disbursements outstanding hereunder and thereafter to the Note payment of Discretionary Loans which may be owing to it and (ii) if it shall through the exercise of a right of banker's lien, setoff, counterclaim or Notes otherwise obtain payment of a proportion of the Revolving Credit Loans and participations in LC Disbursements held by such Lender any amount it in excess of its ratable portion the proportion of the payments received by all Revolving Credit Loans and participations in LC Disbursements of Lenders with respect each of the other Depositaries being paid simultaneously, it shall be deemed to have simultaneously purchased from each other Depositary a participation in the Notes Revolving Credit Loans and participations in LC Disbursements owed to such other Depositaries so that the amount of unpaid Revolving Credit Loans and participations therein and participations in LC Disbursements held by all Depositaries shall be proportionate to the original principal amount of Lenders, such Lender will make such disposition the Revolving Credit Loans and arrangements with the other Lenders with respect to such excess, either participations in LC Disbursements held by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result them; and in each Lender receiving in respect case it shall promptly remit to each such Depositary the amount of the Notes held by it participation thus deemed to have been purchased. The Company expressly consents to the foregoing arrangements, and in furtherance thereof, agrees that at such time as an Event of Default hereunder has occurred, the Administrative Agent shall provide to each Lender a schedule setting forth the Commitment of each Lender hereunder to permit each Lender to correctly determine the portion which its proportionate payment as contemplated by this Agreement; provided that if Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any part portion of any such excess payment is thereafter recovered from such Lenderthe Depositary which received the same, such disposition and arrangements the purchase provided for herein shall be deemed to have been rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateral, during collateral for the continuance of any Event of DefaultObligations, 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 Banks to the Loan Parties in the possession of Agent or any Lender Borrower may be applied to or set off following an Event of Default against the payment of Obligations any principal, interest and any and all other liabilities, directamounts due from the Borrower to the Banks at any time without notice to the Borrower, or indirectcompliance with any other procedure imposed by statute or otherwise, absolute or contingent, due or to become due, now existing or hereafter arising, all of which are hereby expressly waived by the Borrower. Each of the Loan Parties to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender Banks agrees with each other Lender Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank, and (b) if such Lender Bank shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Revolving Credit Notes held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by such Lender Bank any amount in excess of its ratable portion of the payments received by all of Lenders the Banks with respect to the Revolving Credit Notes held by all of Lendersthe Banks, such Lender Bank will make such disposition and arrangements with the other Lenders Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or --- ----- otherwise as shall result in each Lender Bank receiving in respect of the Revolving Credit Notes held by it it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter -------- recovered from such LenderBank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors, if any, and any securities or other property of the Loan Parties Borrower or the Guarantors, if any, in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor, if any, (any such notice being expressly waived by the Borrower and the Guarantors, if any) 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 Borrower or the Guarantors , if any, to such Lender, Agent will promptly provide Borrower with notice of any such set off of which Agent has received written notice. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesa Guarantor, if any, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) 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.

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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may 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 Loan Parties Borrower or the Guarantors to such LenderLender under the Loan Documents. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender agrees Lenders agree with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the US_ACTIVE\121755035\V-6 right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) such 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.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 the Lenders to any of the Loan Parties Borrowers and any securities or other property of the Loan Parties Borrowers in the possession of Agent or any such Lender may be applied to or set off by such Lender 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 Borrowers to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (i) if an amount to be set off is to be applied to Indebtedness of a Borrower to such Lender, other than Indebtedness evidenced by the Notes held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender, and (ii) if such Lender shall receive from any Loan Party or Loan Partiesof the Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Lender by proceedings against any of the Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless Each 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 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. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender Banks agrees with each other Lender Bank that (i) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) if such Lender Bank shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by by, or Reimbursement Obligations owed to, such Lender Bank any amount in excess of its ratable portion of the payments received by all of Lenders the Banks with respect to the Revolving Credit Notes held by by, and Reimbursement Obligations owed to, all of Lendersthe Banks, such Lender Bank will make such disposition and arrangements with the other Lenders Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or --- ----- otherwise as shall result in each Lender Bank receiving in respect of the Revolving Credit Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any -------- part of such excess payment is thereafter recovered -82- from such LenderBank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 Lenders to the Borrowers and any securities or other property of the Loan Parties Borrowers in the possession of Agent or any such Lender may be applied to or set off against the payment of Obligations Liabilities 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 Borrowers to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Partiesthe Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Lender by proceedings against the Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, 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 of where such deposits are held) or other sums credited by or due from Agent any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to Borrower or any Lender may Guarantor (any such notice being expressly waived by Borrower and Parent) 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 Borrower or the Guarantors to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan Partiesthe Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless Without limiting any other right of the adequacy of any CollateralLenders, 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 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. Upon upon the occurrence and during the continuance of an Event of Default, the Agent or any Lender, including Agent with respect at its sole election, may apply to the Advance Account, may, but shall not be obligated to freeze withdrawals from Indebtedness any account and all property of the Loan Parties any Borrower held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from Person in any Loan Party or Loan Partiescapacity, whether by voluntary payment, and may exercise of the a right of setoffsetoff against any monies owed to such Person by any Borrower. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans, Revolving Loans, or participations in Letter of Credit Outstandings or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans, Revolving Loans and participations in Letter of Credit Outstandings and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall retain purchase (for cash at face value) participations in the Term Loans, Revolving Loans and apply participations in Letter of Credit Outstandings and Swingline Loans of other Lenders to the payment extent necessary so that the benefit of all such payments shall be shared by the Note Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans, Revolving Loans and participations in Letter of Credit Outstandings and Swingline Loans; provided that (i) if any such participations are purchased and all or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenderspayment giving rise thereto is recovered, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 participations shall be rescinded and the amount purchase price restored to the extent of such recovery, but without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letter of Credit Outstandings and Swingline Loans to any assignee or participant, other than to a Borrower or any Consolidated Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Setoff. Regardless of the adequacy of any Collateralcollateral, 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 the Lenders to any of the Loan Parties Borrowers and any securities or other property of any of the Loan Parties Borrowers in the possession of Agent or any such Lender may be applied to or set off by such Lender 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 any of the Loan Parties to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect Borrowers to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Lenders. Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of any of the Borrowers to such Lender, other than Indebtedness evidenced by the Notes held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender, and (b) if such Lender shall receive from any Loan Party or Loan Partiesof the Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, such Lender by proceedings against such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it or its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, 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 of where such deposits are held) or other sums credited by or due from Agent or any of Lenders Lender to any of the Loan Parties Borrower and any securities or other property Property of the Loan Parties Borrower in the possession of Agent or any such Lender may be applied to or set off by such Lender 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 Borrower to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than Indebtedness evidenced by the Notes held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender, and (b) if such Lender shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, 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 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 Lenders to the Borrower and any securities or other property of the Loan Parties Borrower in the possession of Agent or any such Lender may 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 Borrower to such Lender. Upon Each of the occurrence and during Lenders agrees with each other Lender as follows: If an amount to be set off is to be applied to Indebtedness of the continuance of an Event Default, any Borrower to such Lender, including Agent with respect other than Indebtedness evidenced by the Note held by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of Indebtedness evidenced by the Loan Parties Note held by such Lender. Each Lender agrees with each other Lender that if If such Lender shall receive from any Loan Party or Loan Partiesthe Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Note held by such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes Note 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 restored to the extent of such recovery, but without interest.

Setoff. Regardless If one or more Events of the adequacy of any Collateral, during the continuance of any Event of DefaultDefault as defined herein shall occur and be continuing, any Lender which is owed any obligation hereunder (“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 set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, ) 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 branch of where such deposits are held) or other sums credited by or due from Agent or any of Lenders to any account 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 set off Company, against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, of the obligations of the Company now existing or hereafter arisingexisting under this Agreement, irrespective of whether or not the Loan Parties Depositary shall have made any demand for satisfaction of such obligations and although such obligations may be unmatured. Each Depositary agrees to notify the Company and the Administrative Agent promptly after any such Lender. Upon setoff and application; provided that the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect failure to the Advance Account, may, but give such notice shall not be obligated affect the validity of such setoff and application. The rights of each Depositary under this Section 13.03 are in addition to freeze withdrawals from other rights and remedies (including, without limitation, other rights of setoff) which such Depositary may have hereunder or under any account of the Loan Parties held by such Lenderapplicable law. Each Lender Depositary agrees with each other Lender that (i) if it shall exercise any such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of banker’s lien, setoff, counterclaim or otherwisesimilar right pursuant hereto, and shall retain and it will apply the proceeds thereof first to the payment of Loans (other than Discretionary Revolving Loans) and LC Disbursements outstanding hereunder and thereafter to the Note payment of Discretionary Revolving Loans which may be owing to it and (ii) if it shall through the exercise of a right of banker’s lien, setoff, counterclaim or Notes otherwise obtain payment of a proportion of the Loans (other than Discretionary Revolving Loans) and participations in LC Disbursements held by such Lender any amount it in excess of its ratable portion the proportion of the payments received by all Loans (other than Discretionary Revolving Loans) and participations in LC Disbursements of Lenders with respect each of the other Depositaries being paid simultaneously, it shall be deemed to have simultaneously purchased from each other Depositary a participation in the Notes Loans (other than Discretionary Revolving Loans) and participations in LC Disbursements owed to such other Depositaries so that the amount of unpaid Loans (other than Discretionary Revolving Loans) and participations therein and participations in LC Disbursements held by all of Lenders, such Lender will make such disposition and arrangements with Depositaries shall be proportionate to the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect original principal amount of the Notes Loans (other than Discretionary Revolving Loans) and participations in LC Disbursements held by it its proportionate payment as contemplated by this Agreementthem; provided that for purposes of this Section 13.03, the equivalent in Dollars of any Alternate Currency or the equivalent in any Alternate Currency of Dollars received hereunder, shall be determined in accordance with Section 2.07(a); and in each case it shall promptly remit to each such Depositary the amount of the participation thus deemed to have been purchased. The Company expressly consents to the foregoing arrangements, and in furtherance thereof, agrees that at such time as an Event of Default hereunder has occurred, the Administrative Agent shall provide to each Lender a schedule setting forth the Commitment (including and describing as a separate item the Alternate Currency Commitment, if any) of each Lender hereunder to permit each Lender to correctly determine the portion which its Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any part portion of any such excess payment is thereafter recovered from such Lenderthe Depositary which received the same, such disposition and arrangements the purchase provided for herein shall be deemed to have been rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Regardless of the adequacy of any Collateral, during 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 any Lender or any of Lenders Affiliate thereof to Borrower or any of the Loan Parties Subsidiary Guarantor and any securities or other property of the Loan Parties Borrower or any Subsidiary Guarantor in the possession of Agent such Lender or any Lender may Affiliate may, without notice to any Borrower (any such notice being expressly waived by Borrower and the Subsidiary Guarantors) 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 Borrower or any Subsidiary Guarantor to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from Borrower or any Loan Party or Loan PartiesSubsidiary Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest. §14. AGENT .

Setoff. Regardless of the adequacy of any Collateral, during the continuance of any Event of Default, to the extent permitted by applicable law, 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 any Lender to the Borrower or any of Lenders to any of the Loan Parties Guarantors and any securities or other property of the Loan Parties Borrower or the Guarantors in the possession of Agent such Lender may, without notice to the Borrower or any Lender may Guarantor (any such notice being expressly waived by the Borrower and the Guarantors) but with the prior written approval of the Required Lenders, 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 Borrower or the Guarantors to such LenderLender under the Loan Documents. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance Account, may, but shall not be obligated to freeze withdrawals from any account Each of the Loan Parties held by such Lender. Each Lender Lenders agrees with each other Lender that if such Lender shall receive from any Loan Party the Borrower or Loan PartiesGuarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swingline Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of 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 Administrative Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

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 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 Parties, as applicable, to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including Agent with respect to the Advance AccountAgent, may, but shall not be obligated to freeze withdrawals from any account of the any Loan Parties Party held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan PartiesParty, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the 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 restored to the extent of such recovery, but without interest.