Common use of Sharing of Set-Offs Clause in Contracts

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest then due with respect to any Loan Note and any Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest then due with respect to the Loans any Note and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest then due with respect to the Loans Notes and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower any Obligor other than its Indebtedness under the Loansindebtedness hereunder. The Borrower Each Obligor agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or Letter of Credit Liabilities, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower such Obligor in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or ------------------- hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits held for the benefit of third parties, and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair --- ---- -------- the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent that it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principalits Revolving Loans, interest, fees Term Loans and other amounts due with respect to any Loan held by it which is greater participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Revolving Loans, Term Loans held by and participations in LC Disbursements and Swingline Loans of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph (c) shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by the amount subject Borrowers pursuant to such exercise 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 LC Disbursements to any assignee or participant. Each Borrower consents to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law but subject to Section 10.08, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against each Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the such Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon and after acceleration of the occurrence and during the continuance of any Event of DefaultObligations, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank shall notify the Borrower in writing promptly after any such set-off and the application thereof made by such Bank; provided however that the failure to give such notice shall not affect the validity of such set-off and application. Each Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off setoff or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held by it Obligations owing to such Lender which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans held by Obligations owing to such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by LC Exposure of the other Lenders or Revolving Advances of the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held by LC Exposure of the Lenders or Revolving Advances of the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 8.04 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under the LoansLC Exposure or other Obligations owing to such Lender. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of any participation in any Revolving Advances or a participation in a Loanany LC Exposure, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained hereinIf under any applicable bankruptcy, insolvency or other similar law, any Lender mayreceives a secured claim in lieu of a set-off to which this Section 8.04 would apply, by separate agreement such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender rights of the Lenders entitled under this Section 12.48.04 to share in the benefits of any recovery on such secured claim. For The Borrower hereby authorizes BNPP and each other Lender, in accordance with the avoidance of doubt, for purposes provisions of this Section 12.48.04, a pro rata allocation will mean an allocation to so set-off and apply any and all such deposits held and other indebtedness owing by BNPP or such other Lender to or for the credit or the account of the amount received by Borrower and hereby authorizes BNPP and each such other Lender to permit such set-off and application by BNPP or counterclaim and such other Lender; provided that any such set-off rights as if such amount had been applied as a prepayment shall not apply to the accounts or deposits of the Loans under Section 2.7any of Borrower’s foreign Subsidiaries.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Committed Loan held made by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans held any Committed Loan made by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Committed Loans held made by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Committed Loans held made by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower or any Additional Borrower other than its Indebtedness their indebtedness under the Committed Loans. The Borrower and each Additional Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Bank acquiring a participation in a Loan, whether or not acquired Loan pursuant to the foregoing arrangements, arrangements may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower or such Additional Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Loan and Letter of Credit Liability held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower Obligors other than its Indebtedness under the Loansindebtedness hereunder. The Borrower Each Obligor agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanLoan and Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower such Obligor in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it and any Letter of Credit Liabilities which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note and any Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans Notes and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it Secured Party shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any of its Secured Liabilities resulting in such Secured Party receiving payment of a greater proportion of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loan held by it which is greater its Secured Liabilities than the proportion received by any other Lender in respect of Secured Party on its Secured Liabilities, then the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, the Lender Secured Party receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Loans held by Secured Liabilities owed to other Secured Parties (as applicable) to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataSecured Parties rateably in accordance with the aggregate amount of their respective Secured Liabilities; provided that nothing in (a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) this Section 12.4 2.15(4) shall impair not apply to (i) any payment made by the right 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 LC Disbursements to exercise any right of set-off assignee or counterclaim it may have and to apply the amount subject to such exercise participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of Section 2.15(4) shall apply), (ii) any payment of Indebtedness of made by the Borrower other than its Indebtedness under or in connection with any Secured Cash Management Services when no Event of Default has occurred and is continuing, (iii) netting under or as between Secured Hedge Arrangements, or (iv) any payment under or in connection with any Secured Hedge Arrangement made when no Event of Default has occurred and is continuing unless, in the Loanscase of a termination payment only, an Event of Default shall occur within three months thereafter. The Borrower hereby consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable applicable Law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.Tahoe Resources Inc. - Credit Agreement

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any (a) If an Event of DefaultDefault shall have occurred and be continuing, each Lender Bank and each Letter of Credit Issuer is hereby authorized at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set off and to appropriate setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other Indebtedness at any time held held, and other obligations (in whatever currency), but excluding payroll, escrow, trust and other special purpose accounts, in each case whether such setoff is based on common law rights, contractual rights, or owing statutory rights, at any time owing, by such Lender (includingBank or such Letter of Credit Issuer, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower or any other Credit Party against any and on account all of the Obligations obligations of the Borrower then due and payable to or such Lender Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Bank or such Letter of Credit Issuer, irrespective of whether or not such Bank or Letter of Credit Issuer shall have made any demand under this Agreement or any other Credit Document and although such obligations of the other Loan Documents, including, without limitation, all interests in Obligations purchased by Borrower or such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as Credit Party may be required so that all owed to a branch or office of such payments Bank or such Letter of principalCredit Issuer different from the branch, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataoffice or Affiliate holding such deposit or obligated on such indebtedness; provided that nothing in this Section 12.4 the event that any Defaulting Bank shall impair the exercise any such right of any Lender setoff, (x) all amounts so set off shall be paid over immediately to exercise any the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Letter of Credit Issuers, and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loanssetoff. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim each Bank and other rights with respect to such participation as fully as if such holder each Letter of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Credit Issuer under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and are in addition to other rights as if and remedies (including other rights of setoff) that such amount had been applied as a prepayment Bank or such Letter of Credit Issuer may have. Each Bank and Letter of Credit Issuer agrees to notify the Loans under Section 2.7Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principal, interest, fees its Revolving Loans and other amounts due with respect to any Loan held by it which is greater participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Revolving Loans held by and participations in LC Disbursements and Swingline Loans of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by the amount subject Borrower pursuant to such exercise 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 LC Disbursements to any assignee or participant, other than to the payment Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of Indebtedness of the Borrower other than its Indebtedness under the Loansthis paragraph shall apply). The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent and the Documentation Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, 12.4 a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, which consent shall not be unreasonably withheld, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held made by it or Letter of Credit participated in by it or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held made by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held made by the Lenders Banks or Letter of Credit issued or participated in by such other Bank shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansLoans or the Letters of Credit. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanCommitment, a Loan or a Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans, as applicable, resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principalits Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon, interestas applicable, fees and other amounts due with respect to any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principalsame Class, interest, fees and other amounts due with respect to the Loans held by such other Lender, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the applicable Loans held by and/or participations in LC Disbursements and Swingline Loans of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans, as applicable; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by the amount subject Borrower pursuant to such exercise 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 LC Disbursements to any assignee or participant, other than to the payment Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of Indebtedness of the Borrower other than its Indebtedness under the Loansthis paragraph shall apply). The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it it, which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it, or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 9.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes or the Letters of Credit. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or a Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Committed Loan held made by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans held any Committed Loan made by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Committed Loans held made by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Committed Loans held made by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the any Borrower or any Additional Borrower other than its Indebtedness their indebtedness under the Committed Loans. The Each Borrower and each Additional Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Bank acquiring a participation in a Loan, whether or not acquired Loan pursuant to the foregoing arrangements, arrangements may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the such Borrower or such Additional Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest then due and payable with respect to any Loan Credit Extension (other than payments of principal or interest on Competitive Bid Loans at a time when no Event of Default is continuing) held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest then due and payable with respect to the any Credit Extension (other than payments of principal or interest on Competitive Bid Loans at a time when no Event of Default is continuing) held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Credit Extensions (other than payments of principal or interest on Competitive Bid Loans at a time when no Event of Default is continuing) held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest then due and payable with respect to the Credit Extensions (other than payments of principal or interest on Competitive Bid Loans at a time when no Event of Default is continuing) held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under the Loansindebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanCredit Extension, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches branches, agencies and agencies Affiliates of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank; provided that if any Defaulting Bank shall exercise any such right of set-off, (i) 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 Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks and (ii) the Defaulting Banks shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Bank as to which it exercised such right of set-off. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held made by it it, which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due Bank with respect to the Loans held by such other Lenderdue amount, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held made by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held made by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that that, but subject to the proviso in the first sentence of this Section 9.4, nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits held for the benefit of third parties, and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it, or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in by such other Bank, in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks or Letter of Credit issued or participated in by such other Bank, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes or the Letters of Credit. The Borrower agrees, to the fullest extent that it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower any Loan Party or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of Administrative Agent, which consent shall not be unreasonably withheld, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender (including, without limitation, including by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower of, any Loan Party against and on account of the Obligations of the Borrower any Loan Party then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, including all interests in Obligations purchased by such LenderLender (provided that with respect to any Borrower Event of Default, each Lender shall have the right to exercise any or all of the foregoing rights only with respect to the defaulting Borrower and the Obligations of such defaulting Borrower). Each Lender agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it or, in the case of the Fronting Lender, Letter of Credit issued by it (other than with respect to any cash collateral obtained by such Fronting Lender in connection with arrangements made to address the risk with respect to a Defaulting Lender), which is greater than the proportion received by any other Lender or Letter of Credit issued or participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders or Letter of Credit issued or participated in by such other Lender shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower any Loan Party other than its Indebtedness indebtedness under the LoansNotes, the Guaranty or the Letters of Credit. The Borrower Each Loan Party agrees, to the fullest extent it may effectively do so under Applicable applicable Law, that any holder of a participation in a LoanNote or a Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower such Loan Party in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrowera Loan Party, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwiseotherwise (except pursuant to Sections 8.2, 8.3, 8.4 or 9.6), receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it it, which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the Loans. Notes The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (except as contemplated by Section 2.03, Section 2.14, Article 8 or Section 9.01), receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts then due with respect to any Loan the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower Company, other than its Indebtedness under indebtedness hereunder; provided further, that in the Loans. The Borrower agreesevent that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the fullest extent it may effectively do so under Applicable LawAdministrative Agent for further application in accordance with the provisions of Sections 2.04(e) and 2.20(c) and, that any holder pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of a participation in a Loanthe Administrative Agent, whether or not acquired pursuant the Issuing Lenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect Administrative Agent a statement describing in reasonable detail the obligations owing to such participation Defaulting Lender as fully as if to which it exercised such holder right of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7setoff.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off set‑off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest then due and payable with respect to any Loan Credit Extension (other than payments of principal or interest on Competitive Bid Loans at a time when no Event of Default is continuing) held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest then due and payable with respect to the any Credit Extension (other than payments of principal or interest on Competitive Bid Loans at a time when no Event of Default is continuing) held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Credit Extensions (other than payments of principal or interest on Competitive Bid Loans at a time when no Event of Default is continuing) held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest then due and payable with respect to the Credit Extensions (other than payments of principal or interest on Competitive Bid Loans at a time when no Event of Default is continuing) held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off set‑off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under the Loansindebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanCredit Extension, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off set‑off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lenderit, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank Party agrees that if it shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (including, without limitation, through the application of any proceeds of the Creditor Group Collateral and the Excess Revolving L/C Collateral, receive payment of a proportion of the aggregate amount of principal, interest, fees due and other amounts due with respect payable to any Loan held by it such Bank Party hereunder which is greater than the proportion received by any other Lender Bank Party (A) on account of Obligations due and payable to such Bank Party hereunder and under the Notes at such time in respect excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Bank Party at such time to (ii) the aggregate amount of principal, interest, fees Obligations due and other amounts payable to all Bank Parties hereunder and under the Notes at such time) of payments on account of the Obligations due with respect and payable to all the Bank Parties hereunder and under the Notes at such time obtained by all the Bank Parties at such time or (B) on account of Obligations owing (but not due and payable) to such Bank Party hereunder and under the Notes at such time in excess of its ratable share (according to the Loans held proportion of (i) the amount of such Obligations owing (but not due and payable) to such Bank Party at such time to (ii) the aggregate amount of Obligations owing (but not due and payable) to all Bank Parties hereunder and under the Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Bank Parties hereunder and under the Notes at such time obtained by all of the Bank Parties at such time, such Bank Party shall forthwith purchase from the other Lender, the Lender receiving such proportionately greater payment shall purchase Bank Parties such participations in the Loans held by Obligations due and payable or owing to them, as the other Lenderscase may be, and such other adjustments as shall be made, as may be required so that all necessary to cause such payments purchasing Bank Party to share the excess payment ratably with each of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro ratathem; provided that nothing in this Section 12.4 10.04 shall impair the right of any Lender Bank Party to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under the Loansowing to it. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or in any Revolving Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loan of its Class held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans of its Class held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans of its Class held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held of such Class by the Lenders shall be shared by the Lenders of its Class pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Loans or other Revolving Credit Obligations that would result in such Lender receiving payment of a greater proportion of the aggregate amount of principal, interest, its Revolving Credit Obligations and accrued interest and fees and other amounts due with respect to any Loan held by it which is greater thereon than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lenderits Revolving Credit Obligations, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Loans held by Revolving Credit Obligations of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Credit Obligations; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 subsection shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by the amount subject Borrowers pursuant to such exercise and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Obligations to any assignee or participant, other than to any Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this subsection shall apply). The Borrowers consent to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower agreesforegoing and agree, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrowers rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower Borrowers in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Committed Loan held made by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans held any Committed Loan made by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Committed Loans held made by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Committed Loans held made by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the any Borrower or any Additional Borrower other than its Indebtedness their indebtedness under the Committed Loans; provided, further, that the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower or any Additional Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Committed Loans to any Eligible Assignee in a transaction that complies with the terms of Section 9.6. The Each Borrower and each Additional Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Bank acquiring a participation in a Loan, whether or not acquired Loan pursuant to the foregoing arrangements, arrangements may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the such Borrower or such Additional Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches branches, agencies and agencies Affiliates of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held made by it or Letter of Credit participated in by it or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held made by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held made by the Lenders Banks or Letter of Credit issued or participated in by such other Bank shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansLoans or the Letters of Credit. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanCommitment, a Loan or a Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits held for the benefit of third parties, and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit or Existing Letter of Credit, as applicable, participated in by it, or, in the case of the Fronting Bank, Letter of Credit or Existing Letter of Credit, as applicable, issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit or Existing Letter of Credit, as applicable, issued or participated in by such other Bank, in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks or Letter of Credit or Existing Letter of Credit, as applicable, issued or participated in by such other Bank, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit or Existing Letter of Credit, as applicable, issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness their indebtedness under the LoansNotes or the Letters of Credit and Existing Letters of Credit. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or Letter of Credit or Existing Letter of Credit, as applicable, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held by it Obligations owing to such Lender which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans held by Obligations owing to such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by LC Exposure of the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held by LC Exposure of the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 8.04 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower Applicant Party other than its Indebtedness under the LoansLC Exposure or other Obligations owing to such Lender. The Borrower Applicant Party agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loanany LC Exposure, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower Applicant Party in the amount of such participation. Notwithstanding anything to the contrary contained hereinIf under any applicable bankruptcy, insolvency or other similar law, any Lender mayreceives a secured claim in lieu of a set-off to which this Section 8.04 would apply, by separate agreement such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender rights of the Lenders entitled under this Section 12.48.04 to share in the benefits of any recovery on such secured claim. For The Applicant Party hereby authorizes BNPP and each other Lender, in accordance with the avoidance of doubt, for purposes provisions of this Section 12.48.04, a pro rata allocation will mean an allocation to so set-off and apply any and all such deposits held and other indebtedness owing by BNPP or such other Lender to or for the credit or the account of the amount received by Applicant Party and hereby authorizes BNPP and each such other Lender to permit such set-off and application by BNPP or counterclaim and such other Lender; provided that any such set-off rights as if such amount had been applied as a prepayment shall not apply to the accounts or deposits of the Loans under Section 2.7any of Applicant Party’s foreign Subsidiaries.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or any Qualified Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower or any Qualified Borrower against and on account of the Obligations of the Borrower or such Qualified Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwiseotherwise (except pursuant to Sections 8.2, 8.3, 8.4 or 9.6), receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held by it or Letter of Credit participated in by it, or, in the case of a Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided, that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 9.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Fronting Banks and the Banks, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff; provided further that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under indebtedness in respect of the LoansLoans or Letters of Credit. The Borrower Borrower, for itself and on behalf of any Qualified Borrower, agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanLoan or a Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower or such Qualified Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower or any Qualified Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts then due with respect to any Loan the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing if at any time thereafter, the Lender that originally received such payment is required to repay (whether to the Company or to any other Person) all or any portion of such payment, each other Lender shall promptly (and in any event within five Business Days of its receipt of notification from such Lender requiring such repayment) repay to such Lender the portion of such payment previously received by it under this Section 11.04, together with such amount (if any) as is equal to the appropriate portion of any interest (in respect of the period during which such other Lender held such amount) such Lender shall have been obligated to pay when repaying such amount as aforesaid, in exchange for such participation in the Loans of such other Lender as was previously purchased by such Lender; provided, further, that the provisions of this Section shall not be construed to apply to 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 Defaulting Lender). Nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the any Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7Loan Documents.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation Lender shall obtain any payment of any such rights, upon the occurrence and during the continuance principal of or interest on any Loan of any Event of Default, each Lender is hereby authorized at any time Class or from time to time, without presentment, demand, protest or other notice payment of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender amount under this Agreement or under any other Operative Document through the exercise of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off set off, banker's lien or counterclaim or otherwisesimilar right or otherwise (other than from the Administrative Agent as provided herein), receive payment and, as a result of such payment, such Lender shall have received a proportion greater percentage of the aggregate amount principal of principal, interest, fees and or interest on the Loans of such Class (the "Applicable Loans") or such other amounts in each case then due with respect hereunder or thereunder to any Loan held by it which is greater such Lender than the proportion percentage received by any other Lender in respect of the aggregate amount principal of principal, interest, fees and or interest on the Applicable Loans or such other amounts in each case then due with respect hereunder or thereunder to the Loans held by such other Lender, the Lender receiving it shall promptly purchase from such proportionately greater payment shall purchase such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Applicable Loans held by or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the other Lenderscase may be) in such amounts, and make such other adjustments from time to time as shall be madeequitable, as may be required so to the end that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall share the benefit of such excess payment (net of any expenses that may be shared incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the Lenders pro rataunpaid principal of and/or interest on the Applicable Loans or such other amounts, respectively, owing to each of the Lenders; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by a Credit Party pursuant to and in accordance with the amount subject express terms of an Operative Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Applicable Loans to any assignee or participant, other than to a Credit Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). To such exercise end all the 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. Each Credit Party consents to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against a Credit Party rights of set-set off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower such Credit Party in the amount of such participation. Notwithstanding anything Unless the Administrative Agent shall have received notice from a Borrower prior to the contrary contained hereindate on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.08(b), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against Administrative Agent for the account of such Lender to satisfy such Lender's obligations under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if Sections until all such amount had been applied as a prepayment of the Loans under Section 2.7unsatisfied Obligations are fully paid.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, which consent shall not be unreasonably withheld, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower or any Qualified Borrower against and on account of the Obligations of the Borrower or any Qualified Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it it, which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower or Qualified Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower Borrower, for itself and on behalf of any Qualified Borrower, agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower or the applicable Qualified Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower or a Qualified Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches branches, agencies and agencies Affiliates of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held made by it it, which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due Bank with respect to the Loans held by such other Lenderdue amount, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held made by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held made by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 9.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held by it Obligations owing to such Lender which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans held by Obligations owing to such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by LC Exposure of the other Lenders or Revolving Advances of the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held by LC Exposure of the Lenders or Revolving Advances of the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 8.04 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the any Borrower other than its Indebtedness under the LoansLC Exposure or other Obligations owing to such Lender. The Each Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of any participation in any Revolving Advances or a participation in a Loanany LC Exposure, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the such Borrower in the amount of such participation. Notwithstanding anything to the contrary contained hereinIf under any applicable bankruptcy, insolvency or other similar law, any Lender mayreceives a secured claim in lieu of a set-off to which this Section 8.04 would apply, by separate agreement such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender rights of the Lenders entitled under this Section 12.48.04 to share in the benefits of any recovery on such secured claim. For Each Borrower hereby authorizes BNPP and each other Lender, in accordance with the avoidance of doubt, for purposes provisions of this Section 12.48.04, a pro rata allocation will mean an allocation to so set-off and apply any and all such deposits held and other indebtedness owing by BNPP or such other Lender to or for the credit or the account of the amount received by such Borrower and hereby authorizes BNPP and each such other Lender to permit such set-off and application by BNPP or counterclaim and such other Lender; provided that any such set-off rights as if such amount had been applied as a prepayment shall not, solely in respect of any Obligations owing by the Company, apply to the accounts or deposits of the Loans under Section 2.7Company’s foreign Subsidiaries.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind Except to the Borrower extent a court order expressly provides for payments to be allocated to a particular Lender or to Lenders, if any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-set off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principal, interest, fees its Loans and other amounts due with respect to any Loan held by it which is greater participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Loans held by and participations in LC Disbursements and Swingline Loans of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that nothing (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in this Section 12.4 shall impair accordance with the right express terms of any Loan Document 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 LC Disbursements to exercise any right of set-off assignee or counterclaim it may have and to apply the amount subject to such exercise participant, other than to the payment Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of Indebtedness of the Borrower other than its Indebtedness under the Loansthis paragraph shall apply). The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts then due with respect to any Loan the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing if at any time thereafter, the Lender that originally received such payment is required to repay (whether to the Company or to any other Person) all or any portion of such payment, each other Lender shall promptly (and in any event within five Domestic Business Days of its receipt of notification from such Lender requiring such repayment) repay to such Lender the portion of such payment previously received by it under this Section 11.04, together with such amount (if any) as is equal to the appropriate portion of any interest (in respect of the period during which such other Lender held such amount) such Lender shall have been obligated to pay when repaying such amount as aforesaid, in exchange for such participation in the Loans and Letter of Credit Liabilities of such other Lender as was previously purchased by such Lender; provided further that the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) the application of Cash Collateral provided for in Section 6.03. Nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the any Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7Loan Documents.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts then due with respect to any Loan the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing if at any time thereafter, the Lender that originally received such payment is required to repay (whether to the Company or to any other Person) all or any portion of such payment, each other Lender shall promptly (and in any event within five Business Days of its receipt of notification from such Lender requiring such repayment) repay to such Lender the portion of such payment previously received by it under this Section 11.04, together with such amount (if any) as is equal to the appropriate portion of any interest (in respect of the period during which such other Lender held such amount) such Lender shall have been obligated to pay when repaying such amount as aforesaid, in exchange for such participation in the Loans and Letter of Credit Liabilities of such other Lender as was previously purchased by such Lender; provided, further, that the provisions of this Section shall not be construed to apply to (x) 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 Defaulting Lender) or (y) the application of Cash Collateral provided for in Section 6.04. Nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the any Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7Loan Documents.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Loans or other Revolving Credit Obligations that would result in such Lender receiving payment of a greater proportion of the aggregate amount of principal, interest, its Revolving Credit Obligations and accrued interest and fees and other amounts due with respect to any Loan held by it which is greater thereon than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lenderits Revolving Credit Obligations, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Loans held by Revolving Credit Obligations of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Credit Obligations; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 subsection shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply the amount subject to such exercise to the any payment of Indebtedness of made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Obligations to any assignee or participant, other than its Indebtedness under to any Borrower or any Subsidiary or Affiliate thereof (as to which the Loansprovisions of this subsection shall apply). The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest then due with respect to any Loan the Loans and participations in LC Reimbursement Obligations held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans and participations in LC Reimbursement Obligations held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided PROVIDED that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower any Obligor other than its Indebtedness under indebtedness in respect of the LoansLoans and LC Reimbursement Obligations. The Borrower Each Obligor agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanLoan or LC Reimbursement Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower such Obligor in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches branches, agencies and agencies Affiliates of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held made by it it, which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held made by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held made by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank Party agrees that if it shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (including, without limitation, through the application of any proceeds of the Creditor Group Collateral and the Excess Revolving L/C Collateral, receive payment of a proportion of the aggregate amount of principal, interest, fees due and other amounts due with respect payable to any Loan held by it such Bank Party hereunder which is greater than the proportion received by any other Lender Bank Party (A) on account of Obligations due and payable to such Bank Party hereunder and under the Notes at such time in respect excess of its AES Fourth Amended and Restated Credit Agreement ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Bank Party at such time to (ii) the aggregate amount of principal, interest, fees Obligations due and other amounts payable to all Bank Parties hereunder and under the Notes at such time) of payments on account of the Obligations due with respect and payable to all the Bank Parties hereunder and under the Notes at such time obtained by all the Bank Parties at such time or (B) on account of Obligations owing (but not due and payable) to such Bank Party hereunder and under the Notes at such time in excess of its ratable share (according to the Loans held proportion of (i) the amount of such Obligations owing (but not due and payable) to such Bank Party at such time to (ii) the aggregate amount of Obligations owing (but not due and payable) to all Bank Parties hereunder and under the Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Bank Parties hereunder and under the Notes at such time obtained by all of the Bank Parties at such time, such Bank Party shall forthwith purchase from the other Lender, the Lender receiving such proportionately greater payment shall purchase Bank Parties such participations in the Loans held by Obligations due and payable or owing to them, as the other Lenderscase may be, and such other adjustments as shall be made, as may be required so that all necessary to cause such payments purchasing Bank Party to share the excess payment ratably with each of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro ratathem; provided that nothing in this Section 12.4 10.04 shall impair the right of any Lender Bank Party to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under the Loansowing to it. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or in any Revolving Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (including without limitation under the terms of any Security Document), receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest then due with respect to any Loan, Swingline Loan held by it or Letter of Credit Liability which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest then due with respect to the Loans any Loan, Swingline Loan or Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans, Swingline Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans, Swingline Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the applicable Lenders pro ratarata in proportion to their share of applicable Total Exposures; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the a Borrower other than its Indebtedness under the Loansindebtedness hereunder. The Each Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, Swingline Loan or Letter of Credit Liabilities, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the such Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under It is understood that this Section 12.4. For the avoidance 9.04 applies to and among Lenders of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim all Classes and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7Types.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (other than pursuant to Section 8.03(d)(ii)), receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest then due with respect to any Loan Note held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest then due with respect to the Loans any Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing if at any time thereafter, the Bank that originally received such payment is required to repay (whether to the Borrower or to any other Person) all or any portion of such payment, each other Bank shall promptly (and in any event within five Domestic Business Days of its receipt of notification from such Bank requiring such repayment) repay to such Bank the portion of such payment previously received by it under this Section 9.04, together with such amount (if any) as is equal to the appropriate portion of any interest (in respect of the period during which such other Bank held such amount) such Bank shall have been obligated to pay when repaying such amount as aforesaid, in exchange for such participation in the Note of such other Bank as was previously purchased by such Bank. Nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7Notes.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, which consent shall not be unreasonably withheld, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it it, which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it and any Letter of Credit Liabilities which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note and any Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans Notes and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided PROVIDED that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principalits Revolving Loans, interest, fees Term Loans and other amounts due with respect to any Loan held by it which is greater participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Revolving Loans, Term Loans held by and participations in LC Disbursements and Swingline Loans of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of CREDIT AGREEMENT, Page 58 principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph (c) shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by the amount subject Borrowers pursuant to such exercise 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 LC Disbursements to any assignee or participant. Each Borrower consents to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law but subject to Section 10.08, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against each Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the such Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders shall be shared by the Lenders pro rataPRO RATA; provided PROVIDED, HOWEVER, that nothing in this Section 12.4 SECTION 9.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, whether or not Note acquired pursuant to the foregoing arrangements, arrangements may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or any Qualified Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower or any Qualified Borrower against and on account of the Obligations of the Borrower or such Qualified Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwiseotherwise (except pursuant to Sections 8.2, 8.3, 8.4 or 9.6), receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held by it or Letter of Credit participated in by it, or, in the case of a Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided, that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 9.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Fronting Banks and the Banks, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff; provided further that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under indebtedness in respect of the LoansLoans or Letters of Credit. The Borrower Borrower, for itself and on behalf of any Qualified Borrower, agrees, to the fullest extent it may effectively do so under Applicable applicable Law, that any holder of a participation in a LoanLoan or a Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower or such Qualified Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower or any Qualified Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwiseotherwise (except pursuant to Sections 8.2, 8.3, 8.4 or 9.6), receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it it, which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or any Qualified Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower or any Qualified Borrower against and on account of the Obligations of the Borrower or such Qualified Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it, or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes or Letters of Credit. The Borrower Borrower, for itself and on behalf of any Qualified Borrower, agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower or such Qualified Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower or any Qualified Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches branches, agencies and agencies Affiliates of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held made by it it, which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held made by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held made by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Commitment or a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or ------------------- hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits held for the benefit of third parties, and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held 128 by it or Letter of Credit participated in by it, or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in by such other Bank, in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks or Letter of Credit issued or participated in by such other Bank, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 -------- shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes or the Letters of Credit. The Borrower agrees, to the fullest extent that it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition (a) Each Holder agrees, subject to any rights now or hereafter granted under Applicable Law or otherwiseclause (b) below, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it which is greater than the proportion received by any other Lender Holder in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderHolder, the Lender Holder receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersHolders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Holders shall be shared by the Lenders Holders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Holder to exercise any right of set-off or counterclaim against all deposits (general or special, time or demand, provisional or final at any time held it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower any Issuer other than its Indebtedness under the Loansindebtedness hereunder. The Borrower Each Issuer agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that (i) any Holder which is a Bank may exercise all rights of set-off or counterclaim with respect to any obligation owed to either Issuer, whether or not matured or due at the time of such exercise, with respect to principal of and interest on its Notes and other amounts owing to such Holder hereunder, whether or not such Holder shall have first made any demand hereunder and (ii) any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower such Issuer in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts then due with respect to any Loan the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing if at any time thereafter, the Lender that originally received such payment is required to repay (whether to the Company or to any other Person) all or any portion of such payment, each other Lender shall promptly (and in any event within five Domestic Business Days of its receipt of notification from such Lender requiring such repayment) repay to such Lender the portion of such payment previously received by it under this Section 11.04, together with such amount (if any) as is equal to the appropriate portion of any interest (in respect of the period during which such other Lender held such amount) such Lender shall have been obligated to pay when repaying such amount as aforesaid, in exchange for such participation in the Loans and Letter of Credit Liabilities of such other Lender as was previously purchased by such Lender. Nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the any Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7Loan Documents.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the contrary contained herein, Notes held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender may, by separate agreement with to exercise any right of set-off or counterclaim it may have and to apply the Borrower, waive its right amount subject to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For exercise to the avoidance payment of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation indebtedness of the amount received by such Borrower other than its indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such amount had been applied as holder of a prepayment participation were a direct creditor of the Loans under Section 2.7Borrower in the amount of such participation.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits held for the benefit of third parties, and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it, or, in the case of a Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in by such other Bank, in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks or Letter of Credit issued or participated in by such other Bank, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that (x) nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the Loans. The Notes or the Letters of Credit, (y) the provisions of this Section shall not be construed to apply to any payment made by the Borrower agrees, pursuant to and in accordance with the fullest extent it may effectively do so under Applicable Law, that express terms of this Agreement or any holder payment obtained by a Bank as consideration for the assignment of or sale of a participation in a Loan, whether any of its Loans or not acquired pursuant Commitments to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.assignee or

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principalits Revolving Loans, interest, fees Term Loans and other amounts due with respect to any Loan held by it which is greater participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Revolving Loans, Term Loans held by and participations in LC Disbursements and Swingline Loans of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by the amount subject Borrower pursuant to such exercise 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 LC Disbursements to any assignee or participant, other than to the payment Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of Indebtedness of the Borrower other than its Indebtedness under the Loansthis paragraph shall apply). The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principalits Revolving Loans, interest, fees Term Loans and other amounts due with respect to any Loan held by it which is greater participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Revolving Loans, Term Loans held by and participations in LC Disbursements and Swingline Loans of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph (c) shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply the amount subject to such exercise to the any payment of Indebtedness of made by the Borrower other than 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 Indebtedness under the LoansLoans or participations in LC Disbursements to any assignee or participant. The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law but subject to Section 10.08, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to If any rights now Lender or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it Issuing Bank shall, by exercising any right of set-set off or counterclaim pursuant to Section 13.8 or otherwise, receive obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender’s or Issuing Bank’s receiving payment of a greater proportion of the aggregate principal amount of principalits Revolving Loans, interest, fees participations in LC Disbursements or Swingline Loans and other amounts due with respect to any Loan held by it which is greater accrued interest thereon than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, then the Lender or Issuing Bank receiving such proportionately greater payment proportion shall notify the Administrative Agent of such fact and shall purchase such (for cash at face value) participations in the Revolving Loans held by the and participations in LC Disbursements and Swingline Loans of other Lenders, and as applicable, or make such other adjustments as shall be madeequitable, as may be required to the extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of such obligations then due and payable to the Lenders; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by any of the amount subject Borrowers pursuant to such exercise 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 LC Disbursements, Alternative Currency Loans and Swingline Loans to any permitted assignee or participant, other than to the payment Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of Indebtedness of this paragraph shall apply). Each Borrower consents to the Borrower other than its Indebtedness under the Loans. The Borrower foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against such Applicable Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Applicable Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits held for the benefit of third parties, and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan or Note held by it it, which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Loan or Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans and Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (x) nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.or

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Credit Party agrees that if it shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (including, without limitation, through the application of any proceeds of the Creditor Group Collateral and the Excess Revolving L/C Collateral), receive payment of a proportion of the aggregate amount of principal, interest, fees due and other amounts due with respect payable to any Loan held by it such Credit Party hereunder which is greater than the proportion received by any other Lender Credit Party (A) on account of Obligations due and payable to such Credit Party hereunder and under the Notes at such time in respect excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Credit Party at such time to (ii) the aggregate amount of principal, interest, fees Obligations due and other amounts payable to all Credit Parties hereunder and under the Notes at such time) of payments on account of the Obligations due with respect and payable to all the Credit Parties hereunder and under the Notes at such time obtained by all the Credit Parties at such time or (B) on account of Obligations owing (but not due and payable) to such Credit Party hereunder and under the Notes at such time in excess of its ratable share (according to the Loans held proportion of (i) the amount of such Obligations owing (but not due and payable) to such Credit Party at such time to (ii) the aggregate amount of Obligations owing (but not due and payable) to all Credit Parties hereunder and under the Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Credit Parties hereunder and under the Notes at such time obtained by all of the Credit Parties at such time, such Credit Party shall forthwith purchase from the other Lender, the Lender receiving such proportionately greater payment shall purchase Credit Parties such participations in the Loans held by Obligations due and payable or owing to them, as the other Lenderscase may be, and such other adjustments as shall be made, as may be required so that all necessary to cause such payments purchasing Credit Party to share the excess payment ratably with each of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro ratathem; provided that nothing in this Section 12.4 10.04 shall impair the right of any Lender Credit Party to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under the Loansowing to it. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or in any Revolving Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, which consent shall not be unreasonably withheld, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower any Credit Party against and on account of the Obligations of the Borrower such Credit Party then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or Table of Contents participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letters of Credit issued or participated in by such other Bank shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 10.5 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower Borrowers other than its Indebtedness indebtedness under the LoansNotes or a Letter of Credit. The Each Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the applicable Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the any Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.710.5.

Sharing of Set-Offs. In addition Subject to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultSection 2.18, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts then due with respect to any Loan the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees then due and other amounts interest due with respect to the Loans and Letter of Credit Liabilities held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts then due with respect to the Loans and Letter of Credit Liabilities held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower Borrowers other than its Indebtedness indebtedness under the LoansLoan Documents. The Each Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loanthe Loans and Letter of Credit Liabilities, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the such Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwiseotherwise (except pursuant to Sections 8.2, 8.3, 8.4 or 9.6), receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it, or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes or in respect of the Letters of Credit. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or a Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it -------------------- shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees its claims in respect of Letter of Credit Disbursements and other amounts principal and interest due with respect to any Loan Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees claims in respect of Letter of Credit Disbursements and other amounts principal and interest due with respect to the Loans any Note held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans claims in respect of Letter of Credit Disbursements and Notes held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees claims in respect of Letter of Credit Disbursements and other amounts of principal and interest with respect to the Loans Notes held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall -------- impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansLoan Documents. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanLetter of Credit or Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principalits Revolving Loans, interest, fees Term Loans and other amounts due with respect to any Loan held by it which is greater participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Revolving Loans, Term Loans held by and participations in LC Disbursements and Swingline Loans of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of principal of and accrued interest CREDIT AGREEMENT, Page 95 on their respective Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph (c) shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by the amount subject Borrowers pursuant to such exercise 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 LC Disbursements to any assignee or participant. Each Borrower consents to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law but subject to Section 10.08, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against each Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the such Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive (i) payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderBank or (ii) payment of a proportion of its participation in the LC Liabilities which is greater that the proportion received by any other Bank in respect of its participation in the LC Liabilities, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes or the LC Liabilities (as the case may be) held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro ratarata and all such payments with respect to the LC Liabilities shall be shared pro rata by the Banks participating therein; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes and the LC Liabilities. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or the LC Liabilities, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Credit Party agrees that if it shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (including, without limitation, through the application of any proceeds of the Creditor Group Collateral and the Excess Revolving L/C Collateral), receive payment of a proportion of the aggregate amount of principal, interest, fees due and other amounts due with respect payable to any Loan held by it such Credit Party hereunder which is greater than the proportion received by any other Lender Credit Party (A) on account of Obligations due and payable to such Credit Party hereunder and under the Notes at such time in respect excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Credit Party at such time to (ii) the aggregate amount of principal, interest, fees Obligations due and other amounts payable to all Credit Parties hereunder and under the Notes at such time) of payments on account of the Obligations due with respect and payable to all the Credit Parties hereunder and under the Notes at such time obtained by all the Credit Parties at such time or (B) on account of Obligations owing (but not due and payable) to such Credit Party hereunder and under the Notes at such time in excess of its NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement 122 ratable share (according to the Loans held proportion of (i) the amount of such Obligations owing (but not due and payable) to such Credit Party at such time to (ii) the aggregate amount of Obligations owing (but not due and payable) to all Credit Parties hereunder and under the Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Credit Parties hereunder and under the Notes at such time obtained by all of the Credit Parties at such time, such Credit Party shall forthwith purchase from the other Lender, the Lender receiving such proportionately greater payment shall purchase Credit Parties such participations in the Loans held by Obligations due and payable or owing to them, as the other Lenderscase may be, and such other adjustments as shall be made, as may be required so that all necessary to cause such payments purchasing Credit Party to share the excess payment ratably with each of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro ratathem; provided that nothing in this Section 12.4 10.04 shall impair the right of any Lender Credit Party to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under the Loansowing to it. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or in any Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower any Loan Party or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of Administrative Agent, which consent shall not be unreasonably withheld, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, including by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower of, any Loan Party against and on account of the Obligations of the Borrower any Loan Party then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, including all interests in Obligations purchased by such LenderBank (provided that with respect to any Borrower Event of Default, each Bank shall have the right to exercise any or all of the foregoing rights only with respect to the defaulting Borrower and the Obligations of such defaulting Borrower). Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it or, in the case of the Fronting Bank, Letter of Credit issued by it (other than with respect to any cash collateral obtained by such Fronting Bank in connection with arrangements made to address the risk with respect to a Defaulting Bank), which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Bank shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower any Loan Party other than its Indebtedness indebtedness under the LoansNotes, the Guaranty or the Letters of Credit. The Borrower Each Loan Party agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or a Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower such Loan Party in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrowera Loan Party, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent and the Documentation Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.applicable

Sharing of Set-Offs. In addition to any rights ------------------- now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits held for the benefit of third parties, and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it, or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in by such other Bank, in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks or Letter of Credit issued or participated in by such other Bank, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair -------- the right 103 of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes or the Letters of Credit. The Borrower agrees, to the fullest extent that it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest then due with respect to any Loan the Loans and participations in LC Reimbursement Obligations held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans and participations in LC Reimbursement Obligations held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower any Obligor other than its Indebtedness under indebtedness in respect of the LoansLoans and the LC Reimbursement Obligations. The Borrower Each Obligor agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanLoan or LC Reimbursement Obligation, whether or not acquired pursuant to the 81 foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower such Obligor in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or ------------------- hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits held for the benefit of third parties, and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it, or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in by such other Bank, in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks or Letter of Credit issued or participated in by such other Bank, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair -------- the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes or the Letters of Credit. The Borrower agrees, to the fullest extent that it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing 103 arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or finala) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank Party agrees that if it shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (including, without limitation, through the application of any proceeds of the Creditor Group Collateral, the Excess Revolving L/C Collateral and the Excess Drax LOC Collateral), receive payment of a proportion of the aggregate amount of principal, interest, fees due and other amounts due with respect payable to any Loan held by it such Bank Party hereunder which is greater than the proportion received by any other Lender Bank Party (A) on account of Obligations due and payable to such Bank Party hereunder and under the Notes at such time in respect excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Bank Party at such time to (ii) the aggregate amount of principal, interest, fees Obligations due and other amounts payable to all Bank Parties hereunder and under the Notes at such time) of payments on account of the Obligations due with respect and payable to all the Bank Parties hereunder and under the Notes at such time obtained by all the Bank Parties at such time or (B) on account of Obligations owing (but not due and payable) to such Bank Party hereunder and under the Notes at such time in excess of its ratable share (according to the Loans held proportion of (i) the amount of such Obligations owing (but not due and payable) to such Bank Party at such time to (ii) the aggregate amount of Obligations owing (but not due and payable) to all Bank Parties hereunder and under the Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Bank Parties hereunder and under the Notes at such time obtained by all of the Bank Parties at such time, such Bank Party shall forthwith purchase from the other Lender, the Lender receiving such proportionately greater payment shall purchase Bank Parties 119 such participations in the Loans held by Obligations due and payable or owing to them, as the other Lenderscase may be, and such other adjustments as shall be made, as may be required so that all necessary to cause such payments purchasing Bank Party to share the excess payment ratably with each of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro ratathem; provided that nothing in this Section 12.4 10.04 shall impair the right of any Lender Bank Party to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under the Loansowing to it. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or in any Revolving Letter of Credit Liability or in any Drax LOC Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan made or Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Loan or Note made or held by such other Lender, except as otherwise expressly contemplated by this Agreement, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans Loan made or Notes held by the other Lenders, and such other adjustments shall be made, in each case as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Loan made or Notes made or held by the Lenders shall be shared by the Lenders pro rata; provided provided, that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the for payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4indebtedness hereunder. For the avoidance of doubt, no Issuing Lender shall be required to share any payments or recoveries it receives in respect of cash collateral for purposes Letters of this Section 12.4Credit it has issued, a pro rata allocation will mean an allocation of the amount received by or any Reimbursement Obligations owed to such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7Issuing Lender.

Sharing of Set-Offs. In addition to any rights now or ------------------- hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Lead Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or 107 the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit issued by it (in its capacity as a Fronting Bank) or participation therein which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderBank or Letter of Credit issued by such other Bank (in its capacity as a Fronting Bank) or participated in by such other Bank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in -------- this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower Borrowers, CarrAmerica LP or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all 102 deposits (general or special, time or demand, provisional or final) ), other than deposits held for the benefit of third parties, and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower Borrowers or CarrAmerica LP against and on account of the Obligations of the Borrower Borrowers or CarrAmerica LP then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it, or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in by such other Bank, in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks or Letter of Credit issued or participated in by such other Bank, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower Borrowers or CarrAmerica LP other than its Indebtedness their indebtedness under the LoansNotes or the Letters of Credit. The Borrower agreesBorrowers and CarrAmerica LP agree, to the fullest extent it they may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower Borrowers or CarrAmerica LP in the amount of such participation. Notwithstanding anything to the contrary contained hereinforegoing, any Lender may, by separate agreement with the Borrower, waive its Bank shall not exercise any right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim or any similar right it may have against any other indebtedness at any time held or owing by such Bank (including, without limitation, by branches and other rights as if agencies of such amount had been applied as a prepayment of the Loans under Section 2.7.Bank wherever 103

Sharing of Set-Offs. In addition to any rights now or ------------------- hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits held for the benefit of third parties, and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it, or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in by such other Bank, in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks or Letter of Credit issued or participated in by such other Bank, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participate din by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to -------- exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebt edness of the Borrower other than its Indebtedness indebtedness under the LoansNotes or the Letters of Credit. The Borrower agrees, to the fullest extent that it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim counter claim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits held for the benefit of third parties, and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan or Note held by it it, which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Loan or Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans and Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that (x) nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansLoans or Notes, (y) the provisions of this Section shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or Commitments to any assignee or participant and (z) the provisions of this Section shall not be construed to apply to any Extension made in accordance with Section 2.19. The Borrower agrees, to the fullest extent that it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held by it Obligations owing to such Lender which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans held by Obligations owing to such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by LC Exposure of the other Lenders or Revolving Advances of the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held by LC Exposure of the Lenders or Revolving Advances of the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 8.04 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness under the LoansLC Exposure or other Obligations owing to such Lender. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of any participation in any Revolving Advances or a participation in a Loanany LC Exposure, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained hereinIf under any applicable bankruptcy, insolvency or other similar law, any Lender mayreceives a secured claim in lieu of a set-off to which this Section 8.04 would apply, by separate agreement such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender rights of the Lenders entitled under this Section 12.48.04 to share in the benefits of any recovery on such secured claim. For The Borrower hereby authorizes Bank of America and each other Lender, in accordance with the avoidance of doubt, for purposes provisions of this Section 12.48.04, a pro rata allocation will mean an allocation to so set-off and apply any and all such deposits held and other indebtedness owing by Bank of America or such other Lender to or for the credit or the account of the amount received by Borrower and hereby authorizes Bank of America and each such other Lender to permit such set-off and application by Bank of America or counterclaim and such other Lender; provided that any such set-off rights as if such amount had been applied as a prepayment shall not apply to the accounts or deposits of the Loans under Section 2.7any of Borrower’s foreign Subsidiaries.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Loan held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 10.04 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained hereinIf under any applicable bankruptcy, insolvency or other similar law, any Lender mayreceives a secured claim in lieu of a set-off to which this Section 10.04 would apply, by separate agreement such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender rights of the Lenders entitled under this Section 12.410.04 to share in the benefits of any recovery on such secured claim. For The Borrower hereby authorizes Citibank, in accordance with the avoidance of doubt, for purposes provisions of this Section 12.410.04, a pro rata allocation will mean an allocation to so set-off and apply any and all such deposits held and other indebtedness owing by Citibank to or for the credit or the account of the amount received by Borrower and hereby authorizes Citibank to permit such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7application by Citibank.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Lead Agent and the Co-Lead Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan the Note of the Company held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans Note of the Company held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes of the Company held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes of the Company held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that if the Bank purchasing such participations (the "SHARING BANK") should subsequently be required to refund such payment to the Company, then each Bank from whom a participation was purchased shall pay to the Sharing Bank its pro rata share of the participations purchased together with its pro rata share of interest on such amount if and to the extent the Sharing Bank is required to pay interest on any refunded amount; provided further that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower Company other than its Indebtedness under the Loansindebtedness hereunder. The Borrower Company agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, whether or not Note in respect of which it is an obligor acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower Company in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principalits Revolving Loans, interest, fees Term Loans and other amounts due with respect to any Loan held by it which is greater participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Revolving Loans, Term Loans held by and participations in LC Disbursements and Swingline Loans of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by the amount subject Borrower pursuant to such exercise 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 LC Disbursements to any assignee or participant, other than to the payment Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of Indebtedness of the Borrower other than its Indebtedness under the Loansthis paragraph shall apply). The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein; provided that, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by of any such set-off or counterclaim and other rights as if such amount had been shall be applied as a prepayment towards the satisfaction of the Loans under Section 2.7Borrower's Obligations to the Lender that sold or assigned such participation.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower Borrowers or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent (if the taking of such action could limit or impair the rights and remedies of the Administrative Agent or the Lenders under any Loan Document) and to the terms and provisions of this Agreement and the other Loan Documents, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness in the nature of an account at any time held with such Lender or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower Borrowers against and on account of the Obligations of the Borrower Borrowers then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender; provided, however, notwithstanding the foregoing or anything else in this Agreement or any other Loan Document to the contrary, neither any of the Lenders nor the Administrative Agent shall have the right of set off with respect to any account, deposits or indebtedness to the extent that such account, deposits or indebtedness (a) are not the exclusive property of NorthStar or a Consolidated Subsidiary, (b) any Person (other than the Person with which such account has been established) which is not Affiliated with NorthStar, NorthStar OP or NRFC Sub-REIT has rights therein or (c) constitutes collateral for a secured financing of NorthStar or a Consolidated Party and are subject to a “control” agreement relating to such facility. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit issued by it (in its capacity as a Fronting Lender) or participation therein which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Note held by such other Lender or Letter of Credit issued by such other Lender (in its capacity as a Fronting Lender) or participated in by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower Borrowers other than its Indebtedness indebtedness under the LoansNotes. The Borrower agreesBorrowers agree, to the fullest extent it they may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower Borrowers in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the BorrowerBorrowers, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any Loan held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 10.04 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained hereinIf under any applicable bankruptcy, insolvency or other similar law, any Lender mayreceives a secured claim in lieu of a set-off to which this Section 10.04 would apply, by separate agreement such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender rights of the Lenders entitled under this Section 12.410.04 to share in the benefits of any recovery on such secured claim. For The Borrower hereby authorizes Citicorp, in accordance with the avoidance of doubt, for purposes provisions of this Section 12.410.04, a pro rata allocation will mean an allocation to so set-off and apply any and all such deposits held and other indebtedness owing by Citicorp to or for the credit or the account of the amount received by Borrower and hereby authorizes Citicorp to permit such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7application by Citicorp.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or any Qualified Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower or any Qualified Borrower against and on account of the Obligations of the Borrower or such Qualified Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it, or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes or Letters of Credit. The Borrower Borrower, for itself and on behalf of any Qualified Borrower, agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower or such Qualified Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower or any Qualified Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.49.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.97

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwiseIf, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Personexcept as expressly provided herein, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-–off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principal, interest, fees its Loans and other amounts due with respect to any Loan held by it which is greater participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in respect the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal, interest, fees principal of and other amounts due with respect to the accrued interest on their respective Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such and participations in the Loans held by the other Lenders, LC Disbursements and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataSwingline Loans; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by the amount subject Borrower pursuant to such exercise 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 LC Disbursements and Swingline Loans to any assignee or participant, other than to the payment Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of Indebtedness of the Borrower other than its Indebtedness under the Loansthis paragraph shall apply). The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of set-–off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it Secured Party shall, by exercising any right of set-off or counterclaim or otherwise, receive obtain payment in respect of any of its Secured Liabilities resulting in such Secured Party receiving payment of a greater proportion of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loan held by it which is greater its Secured Liabilities than the proportion received by any other Lender in respect of Secured Party on its Secured Liabilities, then the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, the Lender Secured Party receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Loans held by Secured Liabilities owed to other Secured Parties (as applicable) to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataSecured Parties rateably in accordance with the aggregate amount of their respective Secured Liabilities; provided that nothing in (a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) this Section 12.4 2.16(4) shall impair not apply to (i) any payment made by the right 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 LC Disbursements to exercise any right of set-off assignee or counterclaim it may have and to apply the amount subject to such exercise participant, 22725645.15 SSRI Credit Agreement other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of Section 2.16(4) shall apply), (ii) any payment of Indebtedness of made by the Borrower other than its Indebtedness under or in connection with any Secured Cash Management Services when no Event of Default has occurred and is continuing, (iii) netting under or as between Secured Hedge Arrangements, or (iv) any payment under or in connection with any Secured Hedge Arrangement made when no Event of Default has occurred and is continuing unless, in the Loanscase of a termination payment only, an Event of Default shall occur within six months thereafter. The Borrower hereby consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable applicable Law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan held by it its Loans and Letter of Credit Liabilities of a particular Class which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans held by and Letter of Credit Liabilities of such Class of such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by and Letter of Credit Liabilities of such Class of the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to such Loans and Letter of Credit Liabilities of the Loans held by the Lenders Lender shall be shared by the Lenders of such Class pro rata; provided that nothing in this Section 12.4 shall impair . Each Borrower and the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower agreesParent Guarantor agree, to the fullest extent it they may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower or the Borrower Parent Guarantor, as the case may be, in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Each Lender mayfurther agrees that if it shall, by separate agreement with the Borrower, waive its exercising any right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as or otherwise, receive payment of a prepayment proportion of the Loans under Section 2.7aggregate amount of facility fees due with respect to its Commitments of a Class which is greater than the proportion received by any other Lender in respect of the aggregate amount of facility fees due with respect to the Commitments of such Class of such other Lender, adjustments shall be made as may be required so that all such payments of facility fees with respect to the Commitments of such Class of the Lenders shall be shared by the Lenders of such Class pro rata.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to the prior consent of the Administrative Agent, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness indebtedness at any time held or owing by such Lender Bank (including, without limitation, by branches and agencies of such Lender Bank wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender Bank under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such LenderBank. Each Lender Bank agrees that if it shall, shall by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Note held by it or Letter of Credit participated in by it, or, in the case of the Fronting Bank, Letter of Credit issued by it, which is greater than the proportion received by any other Lender Bank or Letter of Credit issued or participated in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans Notes held by the Lenders Banks or Letter of Credit issued or participated in by such other Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section 12.4 9.4 shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have to any deposits not received in connection with the Loans and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes or the Letters of Credit. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or a Letter of Credit, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-set- off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender Bank under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.79.4.

Sharing of Set-Offs. In addition to If any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off set‑off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans, as applicable, resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principalits Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon, interestas applicable, fees and other amounts due with respect to any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principalsame Class, interest, fees and other amounts due with respect to the Loans held by such other Lender, then the Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the applicable Loans held by and/or participations in LC Disbursements and Swingline Loans of other Lenders to the other Lenders, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rataratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans, as applicable; provided that nothing in (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 12.4 paragraph shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and not be construed to apply to any payment made by the amount subject Borrower pursuant to such exercise 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 LC Disbursements to any assignee or participant, other than to the payment Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of Indebtedness of the Borrower other than its Indebtedness under the Loansthis paragraph shall apply). The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of Lender acquiring a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of set-off or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-set off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to any Loan Revolving Note or other Obligation held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees principal and other amounts interest due with respect to the Loans any such Note or other Obligation held by such other LenderLender (other than any such payment made to a Non-Extending Lender pursuant to Section 2.9(b)(ii) or (b)(iii)), the Lender receiving such proportionately proportionate greater payment shall purchase such participations in the Loans such other Notes or such other Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees principal and other amounts interest with respect to the Loans such other Notes or such other Obligations held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-set off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness indebtedness of the Borrower other than its Indebtedness indebtedness under the LoansNotes or other Obligations; provided, further, that in the event that any Defaulting Lender shall exercise any rights of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application against the liabilities of the Defaulting Lender to the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and each other Lender 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 Letter of Credit Issuer, the Swingline Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Lawapplicable law, that any holder of a participation in a LoanNote or other Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-set off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.