Common use of Set Off Sharing of Payments Clause in Contracts

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation limiting any of any other the obligations of the Borrowers or the rights of the LendersBanks hereunder, if an Event of Default any Borrower shall have occurred and be continuingfail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any Note, each Lender and each of their respective Affiliates Bank may, without prior notice to such Borrower (which notice is hereby authorized at any time and from time to time, expressly waived by it to the fullest extent permitted by applicable law), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in whatever any currency, matured or unmatured) and other obligations and liabilities at any time held and other obligations (in whatever currency) at any time or owing by such Lender Bank or any such Affiliate of its Affiliates or any branch or agency thereof to or for the credit or the account of the such Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to Guarantor; provided that in the event that any Defaulting Bank exercises any such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights right of setoff, (x) which such Lender or their respective Affiliates may have. Each Lender agrees promptly all amounts so set off will be paid over immediately to notify the Borrower and the Administrative Agent after any for further application in accordance with the provisions of Section 2.20 and, pending such setoff payment, will be segregated by such Defaulting Bank from its other funds and application, deemed held in trust for the benefit of the Administrative Agent and the Banks and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Bank as to which it exercised such right of setoff. Each Bank shall promptly provide notice of such set-off to such Borrower or Guarantor; provided that the failure by such Bank to give provide such notice shall not give any Borrower or any Guarantor any cause of action or right to damages or affect the validity of such setoff set-off and application. (b) If any Lender shall, by exercising Bank shall obtain from any right of setoff or counterclaim or otherwise, obtain Borrower payment in respect of any principal of or interest on any of its Loans a Loan or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or any Note through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall notify the Administrative Agent and, as a result of such fact and payment, such Bank shall have received a percentage of the principal of or interest on such Loan or such other amounts then due hereunder by such Borrower to such Bank in excess of its pro rata share thereof, it shall promptly purchase (for cash at face value) from such other Banks participations in (or, if and to the extent specified by such Bank, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Banks (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments the Banks shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Bank in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of this Agreement and/or interest on the Loans or such other amounts, respectively, owing to each of the Banks. To such end all the Banks shall make appropriate adjustments among themselves (yby the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Nothing contained herein shall require any payment obtained by a Lender as consideration for Bank to exercise any such right or shall affect the assignment right of or sale any Bank to exercise, and retain the benefits of a participation in exercising, any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim such right with respect to such participation as fully as if such Lender were a direct creditor any other indebtedness or obligation of the Borrower in the amount of such participationany Borrower.

Set Off Sharing of Payments. (a) Without limitation Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any other rights of the Lendersthem is hereby authorized, if an Event of Default shall have occurred and be continuing, each Lender and without notice or demand (each of their respective Affiliates which is hereby authorized waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender Lender, such Holder or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such LenderParty against any Obligation of any Credit Party now or hereafter existing, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit Transaction Document with respect to such Obligation and although even though such obligations of the Borrower Obligation may be contingent unmatured. No Lender or unmatured or are owed to a branch or office Holder shall exercise any such right of such Lender different from setoff without the branch or office holding such deposit or obligated on such indebtednessprior consent of Agent. The rights Each of Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender each Holder agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationapplication made by such Lender, provided Holder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 13.7(a) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have. (b) If any Lender shallor Holder, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.6 or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans 13.8 and such other obligations of payment exceeds the other Lendersamount such Lender or Holder would have been entitled to receive if all payments had gone to, or make such other adjustments as shall be equitableand been distributed by, so that all such payments shall be shared by the Lenders ratably Agent in accordance with the provisions of the Transaction Documents, such Lender or Holder shall purchase for cash from other Lenders or Holders such participations in their Percentages Obligations as necessary for such Lender or Holder to share such excess payment with such Lenders or Holders to ensure such payment is applied as though it had been received by Agent and other amounts owing themapplied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided that: provided, however, that (i) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender or Holder in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender or Holder without interest, and interest and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement such Lender or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesHolder shall, to the fullest extent it may effectively do so under permitted by applicable lawRequirements, that any Lender acquiring a participation pursuant be able to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of setoff) with respect to such participation as fully as if such Lender or Holder were a the direct creditor of the Borrower applicable Credit Party in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation If any Event of Default occurs, any such deposits, balances or other rights sums credited by or due from Administrative Agent or any of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each or from any of their respective Affiliates is hereby authorized Affiliates, to the Borrower may to the fullest extent not prohibited by applicable Law at any time and or from time to time, without regard to the fullest extent permitted by applicable lawexistence, to set off sufficiency or adequacy of any other collateral, and apply without notice or compliance with any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower condition precedent now or hereafter existing under this Agreement imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by the Administrative Agent against any other Credit Document to such Lender, or all of Loan Party’s Obligations irrespective of whether or not such Lender demand shall have been made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent unmatured, in the manner set forth herein. Within five (5) Business Days of making any such set off, appropriation or unmatured or are owed to a branch or office of such Lender different from application, the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender Administrative Agent agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationthereof, provided that the failure to give such notice shall not affect the validity of such setoff set off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to indebtedness of the Borrower to such Lender, other than the Obligations evidenced by this Agreement due to such Lender, such amount shall be applied ratably to such other indebtedness and application. to the Obligations evidenced by this Agreement due to such Lender, and (b) If any if such Lender shallshall receive from the Borrower, whether by exercising any voluntary payment, exercise of the right of setoff setoff, counterclaim, cross action, enforcement of the claim evidenced by this Agreement due to such Lender by proceedings against the Borrower at law or counterclaim in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, obtain and shall retain and apply to the payment of the Obligations due to such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to Obligations under this Agreement due to all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of any principal of or interest on any of the Obligations its Loans or other obligations hereunder resulting in such Lender’s receiving proportionate payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared contemplated by the Lenders ratably in accordance with their Percentages and other amounts owing themthis Agreement; provided that: (i) that if any such participations are purchased and all or any portion part of the such excess payment giving rise thereto is recoveredthereafter recovered from such Lender, such participations disposition and arrangements shall be rescinded and the purchase price amount restored to the extent of such recovery, but without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s 's receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the a Borrower against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the a Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s 's receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the a Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If If, at any time or times any Lender shallshall receive (i) by payment, by exercising any right of setoff or counterclaim foreclosure, setoff, or otherwise, obtain payment any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in respect excess of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment ratable portion of a proportion all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the aggregate amount Lenders and for application to the Obligations in accordance with the applicable provisions of its Loans this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations participation in the Loans and such other obligations of Obligations owed to the other Lenders, or make Lenders so that such other adjustments as excess payment received shall be equitable, so that all such payments shall be shared by applied ratably as among the Lenders ratably in accordance with their Percentages and other amounts owing themPro Rata Shares; provided that: (i) if any provided, however, that to the extent that such participations are purchased and all or any portion excess payment received by the purchasing party is thereafter recovered from it, those purchases of the payment giving rise thereto is recovered, such participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price restored paid therefor shall be returned to such purchasing party, but without interest except to the extent of that such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed purchasing party is required to apply to (x) any payment made by the Borrower pursuant to and pay interest in accordance connection with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor recovery of the Borrower in the amount of such participationexcess payment.

Set Off Sharing of Payments. (a) Without limitation Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any other rights of the Lendersthem is hereby authorized, if an Event of Default shall have occurred and be continuing, each Lender and without notice or demand (each of their respective Affiliates which is hereby authorized waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender Lender, such Holder or any such Affiliate of their respective Affiliates to or for the credit or the account of the any Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such LenderParty against any Obligation of any Credit Party now or hereafter existing, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit Transaction Document with respect to such Obligation and although even though such obligations of the Borrower Obligation may be contingent unmatured. No Lender or unmatured or are owed to a branch or office Holder shall exercise any such right of such Lender different from setoff without the branch or office holding such deposit or obligated on such indebtednessprior consent of Agent. The rights Each of Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender each Holder agrees promptly to notify the Borrower Representative and the Administrative Agent after any such setoff and applicationapplication made by such Lender, provided Holder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 13.7(a) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have. (b) If any Lender shallor Holder, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.6 or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans 13.8 and such other obligations of [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED payment exceeds the other Lendersamount such Lender or Holder would have been entitled to receive if all payments had gone to, or make such other adjustments as shall be equitableand been distributed by, so that all such payments shall be shared by the Lenders ratably Agent in accordance with the provisions of the Transaction Documents, such Lender or Holder shall purchase for cash from other Lenders or Holders such participations in their Percentages Obligations as necessary for such Lender or Holder to share such excess payment with such Lenders or Holders to ensure such payment is applied as though it had been received by Agent and other amounts owing themapplied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower Representative, applied to repay the Obligations in accordance herewith); provided that: provided, however, that (i) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender or Holder in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender or Holder without interest, and interest and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement such Lender or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesHolder shall, to the fullest extent it may effectively do so under permitted by applicable lawRequirements, that any Lender acquiring a participation pursuant be able to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of setoff) with respect to such participation as fully as if such Lender or Holder were a the direct creditor of the Borrower applicable Credit Party in the amount of such participation.

Set Off Sharing of Payments. (a) Without In addition to any rights and remedies now or hereafter granted under applicable law, and not by way of limitation of any other such rights or remedies, upon the occurrence and during the continuance of the Lenders, if an any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized by the Borrower at any time and from time to time, with reasonably prompt subsequent notice to the Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower) to set off and to appropriate and to apply any and all (a) balances held by such Lender at any of its offices for the account of the Borrower or any of its Subsidiaries (regardless of whether such balances are then due to the Borrower or any of its Subsidiaries); and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of the Borrower or any of its Subsidiaries; against and on account of any and all Obligations which are not paid when due; except that no Lender shall exercise such right without the prior written consent of the Agent. Any Lender having a right to set off shall purchase for cash (and the other Lenders shall sell) participations in each such other Lender's pro rata share of the Obligations as would be necessary to cause such Lender to share the benefit of such right of set-off with each other Lender in accordance with their respective pro rata shares of the Obligations. The Borrower agrees, to the fullest extent permitted by applicable law, that (i) any Lender may exercise its right to set off and apply any and all deposits (general or special, time or demand, provisional or final, with respect to amounts in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account excess of its pro rata share of the Borrower against any Obligations and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition sell participations to other rights Lenders, and remedies (including ii) any Lender so purchasing a participation in the Obligations held by other Lenders may exercise all rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shallbankers' lien, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower similar rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Obligations in the amount of such participation. The Borrower hereby grants to each Lender a security interest in all such deposits and other Property, whether now existing or hereafter arising, held by each Lender for the purposes set forth herein.

Set Off Sharing of Payments. (ai) Without limitation Agent and each Lender may and without any notice to, consent of or any other rights of the Lendersaction by any Loan Party (such notice, if an Event of Default shall have occurred and be continuingconsent or other action being expressly waived), each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set set-off and or apply (i) any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations by or for the account of Agent, any Lender or any Affiliate of Agent or any Lender, and/or (in whatever currencyii) any Indebtedness at any time owing by such Agent, any Lender or any such Affiliate of Agent or any Lender or any Participant in the Loans to or for the credit or the account of any Loan Party, to the Borrower against any and all repayment of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, Obligations irrespective of whether or not such any demand for payment of the Obligations has been made; provided, that if any Defaulting Lender shall have made exercise any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights right of setoff, (x) which all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 10.21 and, pending such payment, shall be segregated by such Defaulting Lender or their respective Affiliates may have. Each from its other funds and deemed held in trust for the benefit of Agent and the Lenders, and (y) the Defaulting Lender agrees shall provide promptly to notify Agent a statement describing in reasonable detail the Borrower and the Administrative Agent after any Obligations owing to such setoff and application, provided that the failure Defaulting Lender as to give which it exercised such notice shall not affect the validity right of such setoff and application.setoff (bii) If any Lender shallLender, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral, Proceeds or “proceeds” (as defined under the applicable UCC) of or interest on any of its Loans or Collateral) other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans pursuant to Section 4.2 and such other obligations of payment exceeds the other Lendersamount such Lender would have been entitled to receive if all payments had gone to, or make such other adjustments as shall be equitableand been distributed by, so that all such payments shall be shared by the Lenders ratably Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Lenders such participations in their Percentages Obligations as necessary for such Lender to share such excess payment with such Lenders to ensure such payment is applied as though it had been received by Agent and other amounts owing themapplied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided that: provided, however, that (iA) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender without interest, and interest and (iiB) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a such Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesshall, to the fullest extent it may effectively do so under permitted by applicable requirements of law, that any Lender acquiring a participation pursuant be able to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of setoff) with respect to such participation as fully as if such Lender were a the direct creditor of the Borrower applicable Loan Party in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation If any Event of Default occurs, any such deposits, balances or other rights sums credited by or due from Administrative Agent or any of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each or from any of their respective Affiliates is hereby authorized Affiliates, to the Borrower may to the fullest extent not prohibited by applicable Law at any time and or from time to time, without regard to the fullest extent permitted by applicable lawexistence, to set off sufficiency or adequacy of any other collateral, and apply without notice or compliance with any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower condition precedent now or hereafter existing under this Agreement imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by the Administrative Agent against any other Credit Document to such Lender, or all of Loan Party’s Obligations irrespective of whether or not such Lender demand shall have been made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent unmatured, in the manner set forth herein. Within five (5) Business Days of making any such set off, appropriation or unmatured or are owed to a branch or office of such Lender different from application, the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender Administrative Agent agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationthereof, provided that the failure to give such notice shall not affect the validity of such setoff set off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to indebtedness of the Borrower to such Lender, other than the Obligations evidenced by this Agreement due to such Lender, such amount shall be applied ratably to such other indebtedness and application. to the Obligations evidenced by this Agreement due to such Lender, and (b) If any if such Lender shallshall receive from the Borrower, whether by exercising any voluntary payment, exercise of the right of setoff setoff, counterclaim, cross action, enforcement of the claim evidenced by this Agreement due to such Lender by proceedings against the Borrower at law or counterclaim in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, obtain and shall retain and apply to the payment of the Obligations due to such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to Obligations under this Agreement due to all of the Lenders, such Lender will make such disposition and arrangements (excluding any amounts received by the L/C Issuer or the Swing Line Lender to secure the obligations of a Defaulting Lender to fund risk participations hereunder) with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of any principal of or interest on any of the Obligations its Loans or other obligations hereunder resulting in such Lender’s receiving proportionate payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared contemplated by the Lenders ratably in accordance with their Percentages and other amounts owing themthis Agreement; provided that: (i) that if any such participations are purchased and all or any portion part of the such excess payment giving rise thereto is recoveredthereafter recovered from such Lender, such participations disposition and arrangements shall be rescinded and the purchase price amount restored to the extent of such recovery, but without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation limiting any of the obligations of a Newark Subsidiary or the rights of any other rights of Secured Party under the LendersLoan Documents, if an Event Newark, VCP Exportadora, VCP or either Newark Subsidiary shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other Loan Document, then (to the extent not in violation of Default shall have occurred and be continuingApplicable Law) each Secured Party may, each Lender and each of their respective Affiliates without prior notice to Newark, VCP Exportadora, VCP or either Newark Subsidiary (which notice is hereby authorized at any time and from time to time, expressly waived by it to the fullest extent permitted by applicable lawApplicable Law), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in whatever any currency, matured or unmatured) at any time held and or any other obligations (in whatever currency) at any time Debt owing by such Lender Secured Party or any such Affiliate of its Affiliates (in each case, including any branch or agency thereof) to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now Newark, VCP Exportadora, VCP or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may haveeither Newark Subsidiary. Each Lender agrees Secured Party shall promptly provide notice of any such set-off by it to notify the Borrower Newark, VCP Exportadora, VCP or either Newark Subsidiary, as applicable, and the Administrative Agent after any such setoff and application, Agent; provided that the failure by such Secured Party to give provide such notice shall not give either Newark, VCP Exportadora, VCP or either Newark Subsidiary any cause of action or right to damages or affect the validity of such setoff set-off and application. (b) If any Lender shallSecured Party shall obtain from Newark, by exercising any right of setoff VCP Exportadora, VCP or counterclaim or otherwise, obtain either Newark Subsidiary payment in respect of any principal of or interest on any of its Loans Loan or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or the other Loan Documents through the exercise of any right of set-off, banker's lien, counterclaim or similar right or for any other reason (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Agents as provided herein), and, as a result of such payment, such Secured Party shall have received a percentage of the principal of or interest on the Loans or such other amounts then due under the Loan Documents in excess of such Secured Party's share thereof, then the Lender receiving such greater proportion it shall promptly notify the Administrative Agent of such fact thereof and purchase (for cash at face value) from the applicable other Secured Parties participations in (or, if and to the extent specified by any such other Secured Party, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Secured Parties (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments the applicable Secured Parties shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Secured Party in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Secured Parties under the Loan Documents. To such end, all such Secured Parties shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Nothing contained in this Agreement Section shall require any Secured Party to exercise any such right or (y) shall affect the right of any payment obtained by a Lender as consideration for Secured Party to exercise, and retain the assignment benefits of or sale of a participation in exercising, any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim such right with respect to such participation as fully as if such Lender were a direct creditor any other Debt or obligation of the Borrower in the amount of such participation.Newark, VCP Exportadora, VCP or either Newark Subsidiary. Credit Agreement 21

Set Off Sharing of Payments. (ai) Without limitation of any other rights of the Lenders, if an Event of Default shall have occurred and be continuingAgent, each Lender and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Loan Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable requirements of law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower any Loan Party against any and all Obligation of the obligations of the Borrower any Loan Party now or hereafter existing under this Agreement or any other Credit Document to such Lenderexisting, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit Loan Document with respect to such Obligation. Agent and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 7.3(e) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders and their Affiliates may have. (bii) If any Lender shallLender, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral or “proceeds” (as defined under the applicable UCC) of or interest on any of its Loans or Collateral) other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans pursuant to Section 4.2 and such other obligations of payment exceeds the other Lendersamount such Lender would have been entitled to receive if all payments had gone to, or make such other adjustments as shall be equitableand been distributed by, so that all such payments shall be shared by the Lenders ratably Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Lenders such participations in their Percentages Obligations as necessary for such Lender to share such excess payment with such Lenders to ensure such payment is applied as though it had been received by Agent and other amounts owing themapplied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided that: provided, however, that (iA) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender without interest, and interest and (iiB) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a such Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesshall, to the fullest extent it may effectively do so under permitted by applicable requirements of law, that any Lender acquiring a participation pursuant be able to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of setoff) with respect to such participation as fully as if such Lender were a the direct creditor of the Borrower applicable Loan Party in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If If, at any time or times any Lender shallshall receive (i) by payment, by exercising any right of setoff or counterclaim foreclosure, setoff, or otherwise, obtain payment any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from the applicable Agent pursuant to the terms of this Agreement, or (ii) payments from either Agent in respect excess of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment ratable portion of a proportion all such distributions by the Agent, such Lender promptly shall (1) turn the same over to the Agent, in kind, and with such endorsements as may be required to negotiate the same to the Agent, or in immediately available funds, as applicable, for the account of all of the aggregate amount Lenders and for application to the Obligations in accordance with the applicable provisions of its Loans this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations participation in the Loans and such other obligations of Obligations owed to the other Lenders, or make Lenders so that such other adjustments as excess payment received shall be equitable, so that all such payments shall be shared by applied ratably as among the Lenders ratably in accordance with their Percentages and other amounts owing themPro Rata Shares; provided that: (i) if any provided, however, that to the extent that such participations are purchased and all or any portion excess payment received by the purchasing party is thereafter recovered from it, those purchases of the payment giving rise thereto is recovered, such participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price restored paid therefor shall be returned to such purchasing party, but without interest except to the extent of that such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed purchasing party is required to apply to (x) any payment made by the Borrower pursuant to and pay interest in accordance connection with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor recovery of the Borrower in the amount of such participationexcess payment.

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such 1663651.11-New York Server 7A - MSW obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation limiting any of the obligations of the Obligors or the rights of any other rights of Lender Party under the LendersLoan Documents, if an Event the Borrower shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other Loan Document, then (to the extent not in violation of Default shall have occurred and be continuing, Applicable Law) each Lender and each of their respective Affiliates Party may, without prior notice to the Obligors (which notice is hereby authorized at any time and from time to time, expressly waived by it to the fullest extent permitted by applicable lawApplicable Law), to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in whatever any currency, matured or unmatured) at any time held and or any other obligations (in whatever currency) at any time Debt owing by such Lender Party or any such Affiliate of its Affiliates (in each case, including any branch or agency thereof) to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may haveObligor. Each Lender agrees Party shall promptly provide notice of any such set-off by it to notify the Borrower such Obligor, as applicable, and the Administrative Agent after any such setoff and application, Agent; provided that the failure by such Lender Party to give provide such notice shall not in any way give such Obligor any cause of action or right to damages or affect the validity of such setoff set-off and application. (b) If any Lender shall, by exercising Party shall obtain from any right of setoff or counterclaim or otherwise, obtain Obligor payment in respect of any principal of or interest on any of its Loans the Loans, or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or the other Loan Documents through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or for any other reason (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Agents as provided herein), and, as a result of such payment, such Lender Party shall have received a percentage of the principal of or interest on the Loans or such-other amounts then due under the Loan Documents in excess of such Lender Party’s share thereof, then the Lender receiving such greater proportion it shall promptly notify the Administrative Agent of such fact thereof and purchase (for cash at face value) from the applicable other Lender Parties participations in (or, if and to the extent specified by any such other Lender Party, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Lender Parties (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments the applicable Lender Parties shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Lender Party in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lender Parties under the Loan Documents. To such end, all such Lender Parties shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Nothing contained in this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that require any Lender acquiring a participation pursuant Party to exercise any such right or shall affect the foregoing arrangements may exercise against right of any Lender Party to exercise, and retain the Borrower rights benefits of setoff and counterclaim exercising, any such right with respect to such participation as fully as if such Lender were a direct creditor any other Debt or obligation of the Borrower in the amount of such participationObligors.

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.. 47 (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s 's receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the a Borrower against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the a Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the a Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation of The Agent, the Lenders and their Affiliates are each authorized by the Borrowers at any other rights of the Lenders, if time during an Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the fullest extent permitted by applicable lawBorrowers or any other Person, to set off and to appropriate and apply any and all deposits (general or special), time funds, claims, obligations, liabilities or demand, provisional or final, in whatever currency) other Debt at any time held and other obligations (in whatever currency) at any time or owing by such the Agent, any Lender or any such Affiliate to or for the credit or the account of the any Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such LenderObligations, irrespective of whether or not demand for payment of such Lender shall Obligation has been made, any Obligations have made any demand under this Agreement been declared due and payable, are then due, or are contingent or unmatured, or the Collateral or any guaranty or other Credit Document and although such obligations of security for the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationObligations is adequate. (b) If at any time or times any Lender shallshall receive (i) by payment, by exercising any right of foreclosure, setoff or counterclaim or otherwise, obtain payment any proceeds of Collateral or any payments with respect to the Obligations of the Borrowers to such Lender arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to the terms of this Agreement, or (ii) payments from the Agent in respect excess of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment ratable portion of a proportion all such distributions by the Agent, such Lender shall promptly (A) turn the same over to the Agent, in kind, and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the aggregate amount Lenders and for application to the Obligations in accordance with the applicable provisions of its Loans this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations participation in the Loans and such other obligations of Obligations owed to the other Lenders, or make Lenders so that such other adjustments as excess payment received shall be equitable, so that all such payments shall be shared by applied ratably as among the Lenders ratably in accordance with their Percentages and other amounts owing themPro Rata Shares; provided that: (i) provided, however, that if any such participations are purchased and all or any portion part of such excess payment received by the payment giving rise thereto purchasing party is recoveredthereafter recovered from it, such those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price restored paid therefor shall be returned to such purchasing party, but without interest except to the extent of that such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed purchasing party is required to apply to (x) any payment made by the Borrower pursuant to and pay interest in accordance connection with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor recovery of the Borrower in the amount of such participationexcess payment.

Set Off Sharing of Payments. (a) Without limitation If any Event of Default occurs, any such deposits, balances or other rights sums credited by or due from Administrative Agent or any of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each or from any of their respective Affiliates is hereby authorized Affiliates, to the Borrower may to the fullest extent not prohibited by applicable Law at any time and or from time to time, without regard to the fullest extent permitted by applicable lawexistence, to set off sufficiency or adequacy of any other collateral, and apply without notice or compliance with any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower condition precedent now or hereafter existing under this Agreement imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by the Administrative Agent against any other Credit Document to such Lender, or all of Loan Party’s Obligations irrespective of whether or not such Lender demand shall have been made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent unmatured, in the manner set forth herein. Within five (5) Business Days of making any such set off, appropriation or unmatured or are owed to a branch or office of such Lender different from application, the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender Administrative Agent agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationthereof, provided that the failure to give such notice shall not affect the validity of such setoff set off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to indebtedness of the Borrower to such Lender, other than the Obligations evidenced by this Agreement due to such Lender, such amount shall be applied ratably to such other indebtedness and application. to the Obligations evidenced by this Agreement due to such Lender, and (b) If any if such Lender shallshall receive from the Borrower, whether by exercising any voluntary payment, exercise of the right of setoff setoff, counterclaim, cross action, enforcement of the claim evidenced by this Agreement due to such Lender by proceedings against the Borrower at law or counterclaim in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, obtain and shall retain and apply to the payment of the Obligations due to such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to Obligations under this Agreement due to all of the Lenders, such Lender will make such disposition and arrangements (excluding any amounts received by the L/C Issuer to secure the obligations of a Defaulting Lender or an Impacted Lender to fund risk participations hereunder) with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of any principal of or interest on any of the Obligations its Loans or other obligations hereunder resulting in such Lender’s receiving proportionate payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared contemplated by the Lenders ratably in accordance with their Percentages and other amounts owing themthis Agreement; provided that: (i) that if any such participations are purchased and all or any portion part of the such excess payment giving rise thereto is recoveredthereafter recovered from such Lender, such participations disposition and arrangements shall be rescinded and the purchase price amount restored to the extent of such recovery, but without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Set Off Sharing of Payments. (a) Without Each Obligor agrees that, in addition to (and without limitation of) any right of any other rights of the Lendersset-off, if an Event of Default shall have occurred and be continuingbankers’ lien or counterclaim a Lender may otherwise have, each Lender and each of their respective its Affiliates is hereby authorized shall be entitled, at its option, to offset balances held by it for account of such Obligor at any time and from time of its offices, in Dollars or in any other Currency, against any principal of or interest on any of such Lender’s Loans or participations in LC Disbursements which is not paid when due (regardless of whether such balances are then due to time, such Obligor) in which case it shall promptly notify such Obligor (through notice to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencyCompany) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationthereof, provided that the such Lender’s failure to give such notice shall not affect the validity of such setoff and applicationthereof. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Committed Loan or participations in LC Disbursements made by it under this Agreement through the exercise of its any right of set-off, bankers’ lien or counterclaim or similar right or otherwise, and, as a result of such payment, such Lender shall have received a greater percentage of the amounts then due hereunder to such Lender in respect of Committed Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in LC Disbursements than the Loans and such other obligations of the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Committed Loans or participations in LC Disbursements made by such other Lenders (or in the interest thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of shall share the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent benefit of such recovery, without interest, and excess payment (iinet of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal and interest on the Committed Loans or participations in LC Disbursements held by each of this Agreement the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or (yotherwise) any if such payment obtained by a Lender as consideration for the assignment of is rescinded or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply)must otherwise be restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, Each Obligor agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Committed Loans or participations in LC Disbursements made by other Lenders (or in the interest thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of Loans or participations in LC Disbursements (or in the Borrower interest thereon, as the case may be) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Obligor. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share in the benefits of any recovery on such secured claim.

Set Off Sharing of Payments. (a) Without The Borrower agrees that, in addition to (and without limitation of) any right of any other rights of the Lendersset-off, if an Event of Default shall have occurred and be continuingbankers’ lien or counterclaim a Lender may otherwise have, each Lender and each of their respective its Affiliates is hereby authorized shall be entitled, at any time and from time to timeits option, to the fullest extent permitted offset balances held by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or it for the credit or the account of the Borrower at any of its offices, against any and all principal of the obligations or interest on any of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective ’s Loans which is not paid when due (regardless of whether or not such Lender balances are then due to the Borrower) in which case it shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationthereof, provided that the such Lender’s failure to give such notice shall not affect the validity of such setoff and applicationthereof. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion that portion of the aggregate amount Term Loan made by it under this Agreement through the exercise of its Loans and accrued interest thereon any right of set-off, bankers’ lien or other such obligations greater than its Percentage thereof counterclaim or similar right or otherwise, and, as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent a result of such fact and purchase (for cash at face value) participations in the Loans and payment, such other obligations Lender shall have received a greater percentage of the amounts then due hereunder to such Lender in respect of the Term Loan than the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the portion of the Term Loan made by such other Lenders (or in the interest thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of shall share the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent benefit of such recovery, without interest, and excess payment (iinet of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal and interest on the portion of this Agreement the Term Loan held by each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or (yotherwise) any if such payment obtained by a Lender as consideration for the assignment of is rescinded or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply)must otherwise be restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements portion of the Term Loan made by other Lenders (or in the interest thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of a portion of the Borrower Term Loan (or in the interest thereon, as the case may be) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share in the benefits of any recovery on such secured claim.

Set Off Sharing of Payments. (a) Without In addition to any rights and remedies now or hereafter granted under applicable law, and not by way of limitation of any other such rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized or remedies at any time and from time to time, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized by the Borrower, with reasonably prompt subsequent notice to the Borrower (any prior or contemporaneous notice being hereby expressly waived by the Borrower) to set off and to appropriate and to apply any and all (a) balances held by such Lender at any of its offices for the account of the Borrower or any of its Subsidiaries (regardless of whether such balances are then due to the Borrower or any of its Subsidiaries); and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of the Borrower or any of its Subsidiaries; against and on account of any and all Obligations which are not paid when due; except that no Lender shall exercise such right without the prior written consent of the Agent. Any Lender having a right to set off shall purchase for cash (and the other Lenders shall sell) participations in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share the benefit of such right of set-off with each other Lender in accordance with their respective pro rata shares of the Obligations. The Borrower agrees, to the fullest extent permitted by applicable law, that (i) any Lender may exercise its right to set off and apply any and all deposits (general or special, time or demand, provisional or final, with respect to amounts in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account excess of its pro rata share of the Borrower against any Obligations and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition sell participations to other rights Lenders, and remedies (including ii) any Lender so purchasing a participation in the Obligations held by other Lenders may exercise all rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shallbankers’ lien, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower similar rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Obligations in the amount of such participation. The Borrower hereby grants to each Lender a security interest in all such deposits and other Property, whether now existing or hereafter arising, held by each Lender for the purposes set forth herein.

Set Off Sharing of Payments. (a) Without limitation If any Event of Default occurs, any such deposits, balances or other rights sums credited by or due from Administrative Agent or any of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each or from any of their respective Affiliates is hereby authorized Affiliates, to the Borrower may to the fullest extent not prohibited by applicable Law at any time and or from time to time, without regard to the fullest extent permitted by applicable lawexistence, to set off sufficiency or adequacy of any other collateral, and apply without notice or compliance with any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower condition precedent now or hereafter existing under this Agreement imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by the Administrative Agent against any other Credit Document to such Lender, or all of Loan Party’s Obligations irrespective of whether or not such Lender demand shall have been made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent unmatured, in the manner set forth herein. Within five (5) Business Days of making any such set off, appropriation or unmatured or are owed to a branch or office of such Lender different from application, the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender Administrative Agent agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationthereof, provided that the failure to give such notice shall not affect the validity of such setoff set off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to indebtedness of the Borrower to such Lender, other than the Obligations evidenced by this Agreement due to such Lender, such amount shall be applied ratably to such other indebtedness and application. to the Obligations evidenced by this Agreement due to such Lender, and (b) If any if such Lender shallshall receive from the Borrower, whether by exercising any voluntary payment, exercise of the right of setoff setoff, counterclaim, cross action, enforcement of the claim evidenced by this Agreement due to such Lender by proceedings against the Borrower at law or counterclaim in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, obtain and shall retain and apply to the payment of the Obligations due to such Lender any amount in respect of any principal of or interest on any excess of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (i) if any such participations are purchased and all or any ratable portion of the payment giving rise thereto is recovered, such participations shall be rescinded and payments received by all of 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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim Lenders with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.Obligations

Set Off Sharing of Payments. (a) Without Each Obligor agrees that, in addition to (and without limitation of) any right of any other rights of the Lendersset-off, if an Event of Default shall have occurred and be continuingbankers' lien or counterclaim a Lender may otherwise have, each Lender and each shall be entitled, at its option, to offset balances held by it for account of their respective Affiliates is hereby authorized such Obligor at any time and from time of its offices, in Dollars or in any other Currency, against any principal of or interest on any of such Lender's Loans which is not paid when due (regardless of whether such balances are then due to time, such Obligor) in which case it shall promptly notify such Obligor (through notice to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencyCompany) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any thereof, PROVIDED that such setoff and application, provided that the Lender's failure to give such notice shall not affect the validity of such setoff and applicationthereof. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Committed Loan made by it under this Agreement through the exercise of its Loans any right of set-off, bankers' lien or other obligations hereunder resulting in counterclaim or similar right or otherwise, and, as a result of such Lender’s receiving payment of payment, such Lender shall have received a proportion greater percentage of the aggregate amount amounts then due hereunder to such Lender in respect of its Committed Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Committed Loans made by such other Lenders (or in the interest thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of shall share the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent benefit of such recovery, without interest, and excess payment (iinet of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal and interest on the Committed Loans held by each of this Agreement the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or (yotherwise) any if such payment obtained by a Lender as consideration for the assignment of is rescinded or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply)must otherwise be restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, Each Obligor agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Committed Loans made by other Lenders (or in the interest thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of Loans (or in the Borrower interest thereon, as the case may be) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Obligor. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share in the benefits of any recovery on such secured claim.

Set Off Sharing of Payments. (a) Without limitation limiting any of any other the obligations of the Borrower or the Guarantor or the rights of the LendersLenders hereunder or under any other Loan Document, if an Event the Borrower or the Guarantor shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other Loan Document, then (to the extent not in violation of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is Applicable Law) the Lenders are hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, without prior notice to set the Borrower or the Guarantor (which notice is expressly waived by it to the fullest extent permitted by Applicable Law), to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in whatever any currency, matured or unmatured) at any time held and or any other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate Subsidiary, Affiliate, branch or agency thereof to or for the credit or the account of the Borrower against any and all of or the obligations of Guarantor, as applicable. Such Lender shall promptly provide notice to the Borrower now or hereafter existing under this Agreement or any other Credit Document to the Guarantor, as applicable, of such Lenderset-off; provided, irrespective of whether or not that failure by such Lender shall have made any demand under this Agreement or any other Credit Document and although to provide such obligations of notice to the Borrower may be contingent or unmatured the Guarantor, as applicable, shall not give the Borrower or are owed the Guarantor, as applicable, any cause of action or right to a branch damages or office affect the validity of such Lender different from the branch or office holding such deposit or obligated on such indebtednessset-off and application. The rights of each such Lender and their respective Affiliates under this Section 3.8 are in addition to any other rights and remedies (including including, without limitation, any other rights of setoffset-off) which that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any other Lender shall, by exercising any right of setoff shall obtain from the Borrower or counterclaim or otherwise, obtain the Guarantor payment in respect of any principal of or interest on the Loans, or payment of any other amount under this Agreement or the other Loan Documents, through the exercise of its any right of set-off, banker’s lien, counterclaim or similar right or for any other reason, and, as a result of such payment, such Lender shall have received a percentage of the principal of or interest on the Loans or such other obligations hereunder resulting amounts then due under the Loan Documents in excess of such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided hereinshare thereof, then the Lender receiving such greater proportion it shall promptly notify the Administrative Agent of such fact Initial Lender and purchase (for cash at face value) from the applicable other Lenders participations in (or, if and to the extent specified by any such other Lender, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Lender (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments the applicable Lenders shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each Lender under the Loan Documents. To such end, each such Lender shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Nothing contained in this Agreement Section 3.8 shall require any Lender to exercise any such right or (y) shall affect the right of any payment obtained by a Lender as consideration for to exercise, and retain the assignment benefits of or sale of a participation in exercising, any of its Loans such right with respect to any assignee other Debt or participant, other than to obligation of the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationGuarantor.

Set Off Sharing of Payments. (a) Without limitation Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any other rights of the Lendersthem is hereby authorized, if an Event of Default shall have occurred and be continuing, each Lender and without notice or demand (each of their respective Affiliates which is hereby authorized waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender Lender, such Holder or any such Affiliate of their respective Affiliates to or for the credit or the account of the any Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such LenderParty against any Obligation of any Credit Party now or hereafter existing, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit Transaction Document with respect to such Obligation and although even though such obligations of the Borrower Obligation may be contingent unmatured. No Lender or unmatured or are owed to a branch or office Holder shall exercise any such right of such Lender different from setoff without the branch or office holding such deposit or obligated on such indebtednessprior consent of Agent. The rights Each of Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender each Holder agrees promptly to notify the Borrower Representative and the Administrative Agent after any such setoff and applicationapplication made by such Lender, provided Holder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 13.7(a) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have. (b) If any Lender shallor Holder, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral or "proceeds" (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.6 or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans 13.8 and such other obligations of payment exceeds the other Lendersamount such Lender or Holder would have been entitled to receive if all payments had gone to, or make such other adjustments as shall be equitableand been distributed by, so that all such payments shall be shared by the Lenders ratably Agent in accordance with the provisions of the Transaction Documents, such Lender or Holder shall purchase for cash from other Lenders or Holders such participations in their Percentages Obligations as necessary for such Lender or Holder to share such excess payment with such Lenders or Holders to ensure such payment is applied as though it had been received by Agent and other amounts owing themapplied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower Representative, applied to repay the Obligations in accordance herewith); provided that: provided, however, that (i) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender or Holder in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender or Holder without interest, and interest and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement such Lender or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesHolder shall, to the fullest extent it may effectively do so under permitted by applicable lawRequirements, that any Lender acquiring a participation pursuant be able to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of setoff) with respect to such participation as fully as if such Lender or Holder were a the direct creditor of the Borrower applicable Credit Party in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If If, at any time or times any Lender shallshall receive (i) by payment, by exercising any right of setoff or counterclaim foreclosure, setoff, or otherwise, obtain payment any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from the Agent pursuant to the terms of this Agreement, or (ii) payments from the Agent in respect excess of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment ratable portion of a proportion all such distributions by the Agent, such Lender promptly shall (1) turn the same over to the Agent, in kind, and with such endorsements as may be required to negotiate the same to the Agent, or in immediately available funds, as applicable, for the account of all of the aggregate amount Lenders and for application to the Obligations in accordance with the applicable provisions of its Loans this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations participation in the Loans and such other obligations of Obligations owed to the other Lenders, or make Lenders so that such other adjustments as excess payment received shall be equitable, so that all such payments shall be shared by applied ratably as among the Lenders ratably in accordance with their Percentages and other amounts owing themPro Rata Shares; provided that: (i) if any provided, however, that to the extent that such participations are purchased and all or any portion excess payment received by the purchasing party is thereafter recovered from it, those purchases of the payment giving rise thereto is recovered, such participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price restored paid therefor shall be returned to such purchasing party, but without interest except to the extent of that such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed purchasing party is required to apply to (x) any payment made by the Borrower pursuant to and pay interest in accordance connection with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor recovery of the Borrower in the amount of such participationexcess payment.

Set Off Sharing of Payments. (a) Without limitation Upon the occurrence and during the continuance of any other rights of the Lenders, if an Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to and the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may haveunmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff set-off and application, provided provided, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and its Affiliates under this Section 4.06 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have. If any such set-off is exercised by a Lender or any of its Affiliates at a time when an Event of Default has not occurred and is continuing, such Lender or its Affiliates, as applicable, shall promptly return the offset funds to the Borrower together with interest thereon accruing at the Federal Funds Rate for each day from and including the date such set-off is exercised to but excluding the date such funds are returned to the Borrower. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any of its Loans Loan or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or the Notes through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall notify the Administrative Agent and, as a result of such fact and payment, such Lender shall have received a percentage of the principal of or interest on such Loan or such other amounts then due hereunder by the Borrower to such Lender in excess of its pro rata share thereof, it shall promptly purchase (for cash at face value) from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Lenders (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of shall share the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of this Agreement and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders. To such end, all of the Lenders shall make appropriate adjustments among themselves (yby the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored; provided, that if any Lender shall commence an action or proceeding in any court to collect the principal of or interest on the Loan held by, or any other amount owed to, such Lender, and as a result thereof shall receive a disproportionate payment obtained (other than any such payment received by a such Lender as consideration for a result of attachment of, or set-off, exercise of banker's lien or any other proceedings against, deposits or other Property held by such Lender), such Lender shall not be required to share any portion of such disproportionate payment with any other Lender which, having received notice from such first-mentioned Lender (through the assignment Administrative Agent) of such action or proceeding, had the legal right to, but did not, join such action or proceeding or commence and diligently prosecute a separate action or proceeding in any appropriate court to collect (as applicable) the principal of or sale of a participation in any of its Loans to any assignee interest on the Loan held by, or participantother such amount owed to, such other than to the Borrower or any Subsidiary thereof Lender. (as to which the provisions of this paragraph c) Nothing contained herein shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that require any Lender acquiring a participation pursuant to exercise any such right or shall affect the foregoing arrangements may exercise against right of any Lender to exercise, and retain the Borrower rights benefits of setoff and counterclaim exercising, any such right with respect to such participation as fully as if such Lender were a direct creditor any other indebtedness or obligation of the Borrower in the amount of such participationBorrower.

Set Off Sharing of Payments. (a) Without In addition to any rights and remedies now or hereafter granted under applicable law, and not by way of limitation of any other such rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized or remedies at any time and from time to time, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized by Borrower, with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived by Borrower) to set off and to appropriate and to apply any and all (a) balances held by such Lender at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower); and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of Borrower; against and on account of any and all Obligations which are not paid when due; except that no Lender shall exercise such right without the prior written consent of Agent. Any Lender having a right to set off shall purchase for cash (and the other Lenders shall sell) participations in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share the benefit of such right of set-off with each other Lender in accordance with their respective pro rata shares of the Obligations. Borrower agrees, to the fullest extent permitted by applicable law, that (i) any Lender may exercise its right to set off and apply any and all deposits (general or special, time or demand, provisional or final, with respect to amounts in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account excess of its pro rata share of the Borrower against any Obligations and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition sell participations to other rights Lenders, and remedies (including ii) any Lender so purchasing a participation in the Obligations held by other Lenders may exercise all rights of setoff) which , bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify were a direct holder of Obligations in the Borrower and the Administrative Agent after any amount of such setoff and applicationparticipation; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. (b) If any . Borrower hereby grants to Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment a security interest in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages deposits and other amounts owing them; provided that: (i) if any such participations are purchased and all Property, whether now existing or any portion of the payment giving rise thereto is recoveredhereafter arising, 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 (x) any payment made held by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationpurposes set forth herein.

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after If, at any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If time or times any Lender shallshall receive (i) by payment, by exercising any right of setoff or counterclaim foreclosure, setoff, or otherwise, obtain payment any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in respect excess of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment ratable portion of a proportion all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the aggregate amount Lenders and for application to the Obligations in accordance with the applicable provisions of its Loans this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations participation in the Loans and such other obligations of Obligations owed to the other Lenders, or make Lenders so that such other adjustments as excess payment received shall be equitable, so that all such payments shall be shared by applied ratably as among the Lenders ratably in accordance with their Percentages and other amounts owing themPro Rata Shares; provided that: (i) if any provided, however, that to the extent that such participations are purchased and all or any portion excess payment received by the purchasing party is thereafter recovered from it, those purchases of the payment giving rise thereto is recovered, such participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price restored paid therefor shall be returned to such purchasing party, but without interest except to the extent of that such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed purchasing party is required to apply to (x) any payment made by the Borrower pursuant to and pay interest in accordance connection with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor recovery of the Borrower in the amount of such participationexcess payment.

Set Off Sharing of Payments. (a) Without The Borrower agrees that, in addition to (and without limitation of) any right of any other rights of the Lendersset-off, if an Event of Default shall have occurred and be continuingbankers’ lien or counterclaim a Lender may otherwise have, each Lender shall have the right and each of their respective Affiliates is hereby authorized be entitled (after consultation with the Agent), at any time and from time to timeits option, to the fullest extent permitted offset balances held by applicable law, to set off and apply it or by any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or of its Affiliates for the credit or the account of the Borrower [or any Subsidiary] at any of its offices, in Dollars or in any other currency, against any and all principal of the obligations or interest on any of the Borrower now or hereafter existing under this Agreement such Lender’s Loans, or any other Credit Document amount payable to such LenderLender hereunder, irrespective which is not paid when due (regardless of whether or not such Lender balances are then due to the Borrower), in which case it shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationthereof, provided that the such Lender’s failure to give such notice shall not affect the validity of such setoff and applicationthereof. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of its Loans Credit) through the exercise of any right of set-off, banker’s lien or other obligations hereunder resulting in counterclaim or similar right or otherwise, and, as a result of such Lender’s receiving payment of payment, such Lender shall have received a proportion greater percentage of the aggregate amount of its Loans and accrued principal or interest thereon (or other reimbursement) then due hereunder by the Borrower to such obligations greater Lender than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the percentage received by any other Lenders, it shall promptly (i) notify the Agent and each other Lender thereof and (ii) purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of shall share the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent benefit of such recovery, without interest, and excess payment (iinet of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal and/or interest on the Loans held by each of this Agreement the Lenders (or reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (yby the resale of participations sold or otherwise) any if such payment obtained by a Lender as consideration for the assignment of is rescinded or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply)must otherwise be restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation.. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim. 35

Set Off Sharing of Payments. (a) Without In addition to any rights and remedies now or hereafter granted under applicable law, and not by way of limitation of any other such rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized or remedies at any time and from time to time, upon the occurrence and during the continuation of any Event of Default, each Lender is hereby authorized by the Borrower, with reasonably prompt subsequent notice to the Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower) to set off and to appropriate and to apply any and all: (a) balances held by such Lender at any of its offices for the account of the Borrower or any of its Subsidiaries (regardless of whether such balances are then due to the Borrower or any of its Subsidiaries); and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of the Borrower or any of its Subsidiaries; against and on account of any and all Obligations which are not paid when due; except that no Lender shall exercise such right without the prior written consent of the Agent. Any Lender having a right to set off shall purchase for cash (and the other Lenders shall sell) participations in each such other Lender's pro rata share of the Obligations as would be necessary to cause such Lender to share the benefit of such right of set-off with each other Lender in accordance with their respective pro rata shares of the Obligations. The Borrower agrees, to the fullest extent permitted by applicable law, that (i) any Lender may exercise its right to set off and apply any and all deposits (general or special, time or demand, provisional or final, with respect to amounts in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account excess of its pro rata share of the Borrower against any Obligations and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition sell participations to other rights Lenders, and remedies (including ii) any Lender so purchasing a participation in the Obligations held by other Lenders may exercise all rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shallbankers' lien, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower similar rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Obligations in the amount of such participation. The Borrower hereby grants to each Lender a security interest in all such deposits and other Property, whether now existing or hereafter arising, held by each Lender for the purposes set forth herein.

Set Off Sharing of Payments. (a) Without limitation If any Event of Default occurs, any such deposits, balances or other rights sums credited by or due from Administrative Agent or any of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each or from any of their respective Affiliates is hereby authorized Affiliates, to the Borrower may to the fullest extent not prohibited by applicable Law at any time and or from time to time, without regard to the fullest extent permitted by applicable lawexistence, to set off sufficiency or adequacy of any other collateral, and apply without notice or compliance with any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower condition precedent now or hereafter existing under this Agreement imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by the Administrative Agent against any other Credit Document to such Lender, or all of any Loan Party's Obligations irrespective of whether or not such Lender demand shall have been made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent unmatured, in the manner set forth herein. Promptly upon making any such set off, appropriation or unmatured or are owed to a branch or office of such Lender different from application, the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender Administrative Agent agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationin writing thereof, provided that the failure to give such notice shall not affect the validity of such setoff set off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to indebtedness of the Borrower to such Lender, other than the Obligations evidenced by this Agreement due to such Lender, such amount shall be applied ratably to such other indebtedness and application. to the Obligations evidenced by this Agreement due to such Lender, and (b) If any if such Lender shallshall receive from the Borrower, whether by exercising any voluntary payment, exercise of the right of setoff setoff, counterclaim, cross action, enforcement of the claim evidenced by this Agreement due to such Lender by proceedings against the Borrower at law or counterclaim in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, obtain and shall retain and apply to the payment of the Obligations due to such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to Obligations under this Agreement due to all of the Lenders, such Lender will make such disposition and arrangements (excluding any amounts received by the L/C Issuer to secure the obligations of a Defaulting Lender or an Impacted Lender to fund risk participations hereunder) with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of any principal of or interest on any of the Obligations its Loans or other obligations hereunder resulting in such Lender’s receiving proportionate payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided hereincontemplated by this Agreement; provided, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lendershowever, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion part of the such excess payment giving rise thereto is recoveredthereafter recovered from such Lender, such participations disposition and arrangements shall be rescinded and the purchase price amount restored to the extent of such recovery, but without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Set Off Sharing of Payments. (a) Without In addition to any rights and remedies now or hereafter granted under applicable law, and not by way of limitation of any other such rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized or remedies at any time and from time to time, upon the occurrence and during the continuation of any Event of Default, each Lender is hereby authorized by the Borrower, with reasonably prompt subsequent notice to the Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower) to set off and to appropriate and to apply any and all: (a) balances held by such Lender at any of its offices for the account of the Borrower or any of its Subsidiaries (regardless of whether such balances are then due to the Borrower or any of its Subsidiaries); and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of the Borrower or any of its Subsidiaries; against and on account of any and all Obligations which are not paid when due; except that no Lender shall exercise such right without the prior written consent of the Agent. Any Lender having a right to set off shall purchase for cash (and the other Lenders shall sell) participations in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share the benefit of such right of set-off with each other Lender in accordance with their respective pro rata shares of the Obligations. The Borrower agrees, to the fullest extent permitted by applicable law, that (i) any Lender may exercise its right to set off and apply any and all deposits (general or special, time or demand, provisional or final, with respect to amounts in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account excess of its pro rata share of the Borrower against any Obligations and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition sell participations to other rights Lenders, and remedies (including ii) any Lender so purchasing a participation in the Obligations held by other Lenders may exercise all rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shallbankers’ lien, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower similar rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Obligations in the amount of such participation. The Borrower hereby grants to each Lender a security interest in all such deposits and other Property, whether now existing or hereafter arising, held by each Lender for the purposes set forth herein.

Set Off Sharing of Payments. (a) Without In addition to any rights and remedies now or hereafter granted under applicable law, and not by way of limitation of any other such rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized or remedies at any time and from time to time, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized by the Borrower, with reasonably prompt subsequent notice to the Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower) to set off and to appropriate and to apply any and all (a) balances held by such Lender at any of its offices for the account of the Borrower or any of its Subsidiaries (regardless of whether such balances are then due to the Borrower or any of its Subsidiaries); and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of the Borrower or any of its Subsidiaries; against and on account of any and all Obligations which are not paid when due; except that no Lender shall exercise such right without prior notice to the Agent. Any Lender having a right to set off shall purchase for cash (and the other Lenders shall sell) participations in each such other Lender's pro rata share of the Obligations as would be necessary to cause such Lender to share the benefit of such right of set-off with each other Lender in accordance with their respective pro rata shares of the Obligations. The Borrower agrees, to the fullest extent permitted by applicable law, that (i) any Lender may exercise its right to set off and apply any and all deposits (general or special, time or demand, provisional or final, with respect to amounts in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account excess of its pro rata share of the Borrower against any Obligations and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition sell participations to other rights Lenders, and remedies (including ii) any Lender so purchasing a participation in the Obligations held by other Lenders may exercise all rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shallbankers' lien, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower similar rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Obligations in the amount of such participation. The Borrower hereby grants to each Lender a security interest in all such deposits and other Property, whether now existing or hereafter arising, held by each Lender for the purposes set forth herein.

Set Off Sharing of Payments. (a) Without The Borrower agrees that, in addition to (and without limitation of) any right of any other rights of the Lendersset-off, if an Event of Default shall have occurred and be continuingbankers' lien or counterclaim a Bank may otherwise have, each Lender and each of their respective Affiliates is hereby authorized Bank shall be entitled, at any time and from time to timeits option, to the fullest extent permitted offset balances held by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or it for the credit or the account of the Borrower at any of the offices of such Bank, in Dollars or in any other currency, against any and all principal of the obligations or interest on any Loan, any unreimbursed drawing or cash collateral required in respect of the Borrower now or hereafter existing under this Agreement any LOC Obligation, any Fees or any other Credit Document amounts, payable by the Borrower to such Lender, irrespective Bank hereunder and which is not paid when due (regardless of whether or not such Lender balances are then due to the Borrower), in which case it shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, thereof (provided that the such Bank's failure to give such notice shall not affect the validity of such setoff and applicationthereof). (b) If The Banks agree among themselves that, in the event that any Lender shall, by exercising any right of setoff or counterclaim or otherwise, Bank shall obtain payment in respect of any principal Loan or unreimbursed drawing or obligation to provide cash collateral with respect to any LOC Obligations owing to such Bank under this Credit Agreement through the exercise of a right of set-off, banker's lien, counterclaim or interest on any otherwise in excess of its Loans or pro rata share as provided for in this Credit Agreement, such Bank shall promptly purchase from the other Banks a participation in such Loans, LOC Obligations and other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans amounts, and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time, as shall be equitable, so equitable to the end that all Banks share such payments shall be shared by the Lenders ratably payment in accordance with their Percentages and other amounts owing them; respective ratable shares as provided that: (i) for in this Credit Agreement. The Banks further agree among themselves that if any payment to a Bank obtained by such participations are purchased and all Bank through the exercise of a right of set-off, banker's lien, counterclaim or any portion of the payment giving rise thereto is recovered, such participations otherwise as aforesaid shall be rescinded and or must otherwise be restored, each Bank which shall have shared the purchase price restored to the extent benefit of such recoverypayment shall, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale repurchase of a participation in any theretofore sold, return its share of its Loans that benefit to any assignee each Bank whose payment shall have been rescinded or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply)otherwise restored. The Borrower consents to the foregoing and agreeseach other Credit Party agrees that any Bank so purchasing such a participation may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower all rights of setoff and counterclaim payment, including set-off, banker's lien or counterclaim, with respect to such participation as fully as if such Lender Bank were a direct creditor holder of the Borrower such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Bank or the Administrative Agent shall fail to remit to the Administrative Agent or any other Bank an amount payable by such Bank or the Administrative Agent to the Administrative Agent or such other Bank pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to the Administrative Agent or such other Bank at a rate per annum equal to the Federal Funds Effective Rate.

Set Off Sharing of Payments. (a) Without limitation Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any other rights of the Lendersthem is hereby authorized, if an Event of Default shall have occurred and be continuing, each Lender and without notice or demand (each of their respective Affiliates which is hereby authorized waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender Lender, such Holder or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such LenderParty against any Obligation of any Credit Party now or hereafter existing, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit Transaction Document with respect to such Obligation and although even though such obligations of the Borrower Obligation may be contingent unmatured. No Lender or unmatured or are owed to a branch or office Holder shall exercise any such right of such Lender different from setoff without the branch or office holding such deposit or obligated on such indebtednessprior consent of Agent. The rights Each of Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender each Holder agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationapplication made by such Lender, provided Holder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 13.7(a) are in addition to any other rights and US_142815097 remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have. (b) If any Lender shallor Holder, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.6 or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans 13.8 and such other obligations of payment exceeds the other Lendersamount such Lender or Holder would have been entitled to receive if all payments had gone to, or make such other adjustments as shall be equitableand been distributed by, so that all such payments shall be shared by the Lenders ratably Agent in accordance with the provisions of the Transaction Documents, such Lender or Holder shall purchase for cash from other Lenders or Holders such participations in their Percentages Obligations as necessary for such Lender or Holder to share such excess payment with such Lenders or Holders to ensure such payment is applied as though it had been received by Agent and other amounts owing themapplied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided that: provided, however, that (i) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender or Holder in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender or Holder without interest, and interest and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement such Lender or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesHolder shall, to the fullest extent it may effectively do so under permitted by applicable lawRequirements, that any Lender acquiring a participation pursuant be able to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of setoff) with respect to such participation as fully as if such Lender or Holder were a the direct creditor of the Borrower applicable Credit Party in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation limiting any of the obligations of the Obligors or the rights of any other rights of Lender Party under the LendersLoan Documents, if an Event the Borrower shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other Loan Document, then (to the extent not in violation of Default shall have occurred and be continuing, Applicable Law) each Lender and each of their respective Affiliates Party may, without prior notice to the Obligors (which notice is hereby authorized at any time and from time to time, expressly waived by it to the fullest extent permitted by applicable lawApplicable Law), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in whatever any currency, matured or unmatured) at any time held and or any other obligations (in whatever currency) at any time Debt owing by such Lender Party or any such Affiliate of its Affiliates (in each case, including any branch or agency thereof) to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may haveeither Obligor. Each Lender agrees Party shall promptly provide notice of any such set-off by it to notify the Borrower such Obligor, as applicable, and the Administrative Agent after any such setoff and application, Agent; provided that the failure by such Lender Party to give provide such notice shall not give such Obligor any cause of action or right to damages or affect the validity of such setoff set-off and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, Party other than the Collateral Agent shall obtain from either Obligor payment in respect of any principal of or interest on any of its Loans the Loans, or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or the other Loan Documents through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or for any other reason (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Agents as provided herein), and, as a result of such payment, such Lender Party shall have received a percentage of the principal of or interest on the Loans or such other amounts then due under the Loan Documents in excess of such Lender Party’s share thereof, then the Lender receiving such greater proportion it shall promptly notify the Administrative Agent of such fact thereof and purchase (for cash at face value) from the applicable other Lender Parties participations in (or, if and to the extent specified by any such other Lender Party, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Lender Parties (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments the applicable Lender Parties shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Lender Party in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lender Parties under the Loan Documents. To such end, all such Lender Parties shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Nothing contained in this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that require any Lender acquiring a participation pursuant Party to exercise any such right or shall affect the foregoing arrangements may exercise against right of any Lender Party to exercise, and retain the Borrower rights benefits of setoff and counterclaim exercising, any such right with respect to such participation as fully as if such Lender were a direct creditor any other Debt or obligation of the Borrower in the amount of such participationObligors.

Set Off Sharing of Payments. (a) Without limitation of any other rights of the LendersEach Obligor agrees that, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to (and without limitation of) any right of set-off, bankers' lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, to offset balances held by it for account of such Obligor at any of its offices, in Dollars or in any other rights and remedies Currency, against any principal of or interest on any of such Bank's Loans which is not paid when due (including other rights regardless of setoffwhether such balances are then due to such Obligor) in which case it shall promptly notify such Lender or their respective Affiliates may have. Each Lender agrees promptly Obligor (through notice to notify the Borrower Company) and the Administrative Agent after any such setoff and applicationthereof, provided that the such Bank's failure to give such notice shall not affect the validity of such setoff and applicationthereof. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, Bank shall obtain payment in respect of any principal of or interest on any Committed Loan made by it under this Agreement through the exercise of its any right of set-off, bankers' lien or counterclaim or similar right or otherwise, and, as a result of such payment, such Bank shall have received a greater percentage of the amounts then due hereunder to such Bank in respect of Committed Loans than the percentage received by any other Banks, it shall promptly purchase from such other Banks participations in (or, if and to the extent specified by such Bank, direct interests in) the Committed Loans made by such other Banks (or other obligations hereunder resulting in the interest thereon, as the case may be) in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans amounts, and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all such payments the Banks shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses which may be incurred by such Bank in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal and interest on the Committed Loans held by each of this Agreement the Banks. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or (yotherwise) if such payment is rescinded or must otherwise be restored. Each Obligor agrees that any payment obtained by a Lender as consideration for the assignment of or sale of Bank so purchasing a participation (or direct interest) in any of its the Committed Loans to any assignee made by other Banks (or participantin the interest thereon, other than to as the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it case may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements be) may exercise against the Borrower all rights of setoff and set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender Bank were a direct creditor holder of Loans (or in the Borrower interest thereon, as the case may be) in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Obligor. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section 4.05 to share in the benefits of any recovery on such secured claim.

Set Off Sharing of Payments. (a) Without limitation If any Event of Default occurs, any such deposits, balances or other rights sums credited by or due from Administrative Agent or any of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each or from any of their respective Affiliates is hereby authorized Affiliates, to the Borrower may to the fullest extent not prohibited by applicable Law at any time and or from time to time, without regard to the fullest extent permitted by applicable lawexistence, to set off sufficiency or adequacy of any other collateral, and apply without notice or compliance with any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower condition precedent now or hereafter existing under this Agreement imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by the Administrative Agent against any other Credit Document to such Lender, or all of Loan Party’s Obligations irrespective of whether or not such Lender demand shall have been made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent unmatured, in the manner set forth herein. Within five (5) Business Days of making any such set off, appropriation or unmatured or are owed to a branch or office of such Lender different from application, the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender Administrative Agent agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationthereof, provided that the failure to give such notice shall not affect the validity of such setoff set off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to indebtedness of the Borrower to such Lender, other than the Obligations evidenced by this Agreement due to such Lender, such amount shall be applied ratably to such other indebtedness and application. to the Obligations evidenced by this Agreement due to such Lender, and (b) If any if such Lender shallshall receive from the Borrower, whether by exercising any voluntary payment, exercise of the right of setoff setoff, counterclaim, cross action, enforcement of the claim evidenced by this Agreement due to such Lender by proceedings against the Borrower at law or counterclaim in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, obtain and shall retain and apply to the payment of the Obligations due to such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to Obligations under this Agreement due to all of the Lenders, such Lender will make such disposition and arrangements (excluding any amounts received by the L/C Issuer to secure the obligations of a Defaulting Lender to fund risk participations hereunder) with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of any principal of or interest on any of the Obligations its Loans or other obligations hereunder resulting in such Lender’s receiving proportionate payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared contemplated by the Lenders ratably in accordance with their Percentages and other amounts owing themthis Agreement; provided that: (i) that if any such participations are purchased and all or any portion part of the such excess payment giving rise thereto is recoveredthereafter recovered from such Lender, such participations disposition and arrangements shall be rescinded and the purchase price amount restored to the extent of such recovery, but without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation If any Event of Default occurs, any such deposits, balances or other rights sums credited by or due from Administrative Agent or any of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each or from any of their respective Affiliates is hereby authorized Affiliates, to the Borrower may to the fullest extent not prohibited by applicable Law at any time and or from time to time, without regard to the fullest extent permitted by applicable lawexistence, to set off sufficiency or adequacy of any other collateral, and apply without notice or compliance with any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower condition precedent now or hereafter existing under this Agreement imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by the Administrative Agent against any other Credit Document to such Lender, or all of Loan Party’s Obligations irrespective of whether or not such Lender demand shall have been made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent unmatured, in the manner set forth herein. Within five (5) Business Days of making any such set off, appropriation or unmatured or are owed to a branch or office of such Lender different from application, the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender Administrative Agent agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationthereof, provided that the failure to give such notice shall not affect the validity of such setoff set off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to indebtedness of the Borrower to such Lender, other than the Obligations evidenced by this Agreement due to such Lender, such amount shall be applied ratably to such other indebtedness and application. to the Obligations evidenced by this Agreement due to such Lender, and (b) If any if such Lender shallshall receive from the Borrower, whether by exercising any voluntary payment, exercise of the right of setoff setoff, counterclaim, cross action, enforcement of the claim evidenced by this Agreement due to such Lender by proceedings against the Borrower at law or counterclaim in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, obtain and shall retain and apply to the payment of the Obligations due to such Lender any amount in respect of any principal of or interest on any excess of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (i) if any such participations are purchased and all or any ratable portion of the payment giving rise thereto is recoveredpayments received by all of the Lenders with respect to Obligations under this Agreement due to all of the Lenders, such participations shall be rescinded Lender will make such disposition 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 (x) any payment made by the Borrower pursuant to and in accordance arrangements with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim Lenders with respect to such participation excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as fully as if such shall result in each Lender were a direct creditor receiving in respect of the Borrower in the amount Obligations its proportionate payment as contemplated by this Agreement; provided that if all or any part of such participation.excess payment is thereafter recovered from such Lender, such

Set Off Sharing of Payments. (a) Without The Borrower agrees that, in addition to (and without limitation of) any right of any other rights of the Lendersset-off, if an Event of Default shall have occurred and be continuingbankers’ lien or counterclaim a Lender may otherwise have, each Lender shall have the right and each of their respective Affiliates is hereby authorized be entitled (after consultation with the Agent), at any time and from time to timeits option, to the fullest extent permitted offset balances held by applicable law, to set off and apply it or by any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or of its Affiliates for the credit or the account of the Borrower [or any Subsidiary] at any of its offices, in Dollars or in any other currency, against any and all principal of the obligations or interest on any of the Borrower now or hereafter existing under this Agreement such Lender’s Loans, or any other Credit Document amount payable to such LenderLender hereunder, irrespective which is not paid when due (regardless of whether or not such Lender balances are then due to the Borrower), in which case it shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationthereof, provided that the such Lender’s failure to give such notice shall not affect the validity of such setoff and application.thereof. 35 (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of its Loans Credit) through the exercise of any right of set-off, banker’s lien or other obligations hereunder resulting in counterclaim or similar right or otherwise, and, as a result of such Lender’s receiving payment of payment, such Lender shall have received a proportion greater percentage of the aggregate amount of its Loans and accrued principal or interest thereon (or other reimbursement) then due hereunder by the Borrower to such obligations greater Lender than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the percentage received by any other Lenders, it shall promptly (i) notify the Agent and each other Lender thereof and (ii) purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of shall share the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent benefit of such recovery, without interest, and excess payment (iinet of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal and/or interest on the Loans held by each of this Agreement the Lenders (or reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (yby the resale of participations sold or otherwise) any if such payment obtained by a Lender as consideration for the assignment of is rescinded or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply)must otherwise be restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Set Off Sharing of Payments. (a) Without limitation limiting any of any other the obligations of the Borrower or the rights of the LendersBanks hereunder, if an Event of Default the Borrower shall have occurred and be continuingfail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any Note, each Lender and each of their respective Affiliates Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without prior notice to the Borrower (which notice is expressly waived by the Borrower to the fullest extent permitted by applicable law), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in whatever any currency, matured or unmatured) and any other obligations at any time held and other obligations (in whatever currency) at any time or owing by such Lender Bank or any such Affiliate Subsidiary, Affiliate, branch or agency thereof to or for the credit or the account of the Borrower against any and all of the obligations of Borrower. Such Bank shall promptly provide notice to the Borrower now or hereafter existing under this Agreement or any other Credit Document of such set-off, provided, that failure by such Bank to provide such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of notice to the Borrower may be contingent shall not give the Borrower any cause of action or unmatured right to damages or are owed to a branch or office affect the validity of such Lender different from the branch or office holding such deposit or obligated on such indebtednessset-off and application. The rights of each Lender and their respective Affiliates Bank under this Section are in addition to any other rights and remedies (including including, without limitation, any other rights of setoffset-off) which that such Lender or their respective Affiliates Bank may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, Bank shall obtain from the Borrower payment in respect of any principal of or interest on any of its Loans Loan or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or the Notes through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall notify the Administrative Agent and, as a result of such fact and payment, such Bank shall have received a percentage of the principal of or interest on the Loan or such other amounts then due hereunder by the Borrower to such Bank in excess of its pro rata share thereof, it shall promptly purchase (for cash at face value) from such other Banks participations in (or, if and to the extent specified by such Bank, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Banks (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and/or make such other adjustments as shall be equitable, so to the end that all such payments the Banks shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Bank in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of this Agreement and/or interest on the Loans or such other amounts, respectively, owing to each of the Banks. To such end all the Banks shall make appropriate adjustments among themselves (yby the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Nothing contained herein shall require any payment obtained by a Lender as consideration for Bank to exercise any such right or shall affect the assignment right of or sale any Bank to exercise, and retain the benefits of a participation in exercising, any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim such right with respect to such participation as fully as if such Lender were a direct creditor any other indebtedness or obligation of the Borrower in the amount of such participation.Borrower. Credit Agreement

Set Off Sharing of Payments. (a) Without In addition to any rights and remedies now or hereafter granted under applicable law, and not by way of limitation of any other such rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized or remedies at any time and from time to time, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized by the Borrower, with reasonably prompt subsequent notice to the Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower) to set off and to appropriate and to apply any and all (a) balances held by such Lender at any of its offices for the account of the Borrower (regardless of whether such balances are then due to the Borrower); and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of the Borrower; against and on account of any and all Obligations which are not paid when due; except that no Lender shall exercise such right without prior notice to the Agent. Any Lender having a right to set off shall purchase for cash (and the other Lenders shall sell) participations in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share the benefit of such right of set-off with each other Lender in accordance with their respective pro rata shares of the Obligations. The Borrower agrees, to the fullest extent permitted by applicable law, that (i) any Lender may exercise its right to set off and apply any and all deposits (general or special, time or demand, provisional or final, with respect to amounts in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account excess of its pro rata share of the Borrower against any Obligations and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition sell participations to other rights Lenders, and remedies (including ii) any Lender so purchasing a participation in the Obligations held by other Lenders may exercise all rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shallbankers’ lien, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower similar rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Obligations in the amount of such participation. The Borrower hereby grants to each Lender a security interest in all such deposits and other Property, whether now existing or hereafter arising, held by each Lender for the purposes set forth herein.

Set Off Sharing of Payments. (a) Without limitation limiting any of any other the obligations of the Borrower or the rights of the LendersBanks hereunder, if an Event of Default the Borrower shall have occurred and be continuingfail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any Note, each Lender and each of their respective Affiliates Bank may, without prior notice to the Borrower (which notice is hereby authorized at any time and from time to time, expressly waived by it to the fullest extent permitted by applicable law), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in whatever any currency, matured or unmatured) and other obligations and liabilities at any time held and other obligations (in whatever currency) at any time or owing by such Lender Bank or any such Affiliate of its Affiliates or any branch or agency thereof to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender Borrower. Each Bank shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office promptly provide notice of such Lender different from set-off to the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, Borrower; provided that the failure by such Bank to give provide such notice shall not give the Borrower any cause of action or right to damages or affect the validity of such setoff set-off and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, Bank shall obtain from the Borrower payment in respect of any principal of or interest on any of its Loans a Loan or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or any Note through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall notify the Administrative Agent and, as a result of such fact and payment, such Bank shall have received a percentage of the principal of or interest on such Loan or such other amounts then due hereunder by the Borrower to such Bank in excess of its pro rata share thereof, it shall promptly purchase (for cash at face value) from such other Banks participations in (or, if and to the extent specified by such Bank, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Banks (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments the Banks shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Bank in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of this Agreement and/or interest on the Loans or such other amounts, respectively, owing to each of the Banks. To such end all the Banks shall make appropriate adjustments among themselves (yby the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Nothing contained herein shall require any payment obtained by a Lender as consideration for Bank to exercise any such right or shall affect the assignment right of or sale any Bank to exercise, and retain the benefits of a participation in exercising, any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim such right with respect to such participation as fully as if such Lender were a direct creditor any other indebtedness or obligation of the Borrower in the amount of such participationBorrower.

Set Off Sharing of Payments. (a) Without limitation limiting any of the obligations of the Obligors or the rights of any Lender Party under the Loan Documents, if (x) any Obligor shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other rights of the Lenders, Loan Document or (y) if an Event of Default under Sections 8.1(e), (f) or (g) shall have occurred and be continuing, then (to the extent not in violation of Applicable Law, including any regulations of the Central Bank (if applicable)) each Lender and each of their respective Affiliates Party may, without prior notice to the Obligors (which notice is hereby authorized at any time and from time to time, expressly waived by it to the fullest extent permitted by applicable lawApplicable Law), to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever any currency, matured or unmatured) at any time held and or any other obligations (in whatever currency) at any time Debt owing by such Lender Party (in each case, including any branch or any such Affiliate agency thereof) to or for the credit or the account of the Borrower any Obligor against any and all of the overdue and unpaid obligations of the Borrower any Obligor now or hereafter existing under this Agreement or any other Credit Document Loan Document; provided that if any Defaulting Lender 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 Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Lender, irrespective Defaulting Lender as to which it exercised such right of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may haveset off. Each Lender agrees Party shall promptly provide notice of any such set-off by it to notify the Borrower such Obligor, as applicable, and the Administrative Agent after any such setoff and application, Agent; provided that the failure by such Lender Party to give provide such notice shall not give such Obligor any cause of action or right to damages or affect the validity of such setoff set-off and application. (b) If any Lender shall, by exercising Party shall obtain from any right of setoff or counterclaim or otherwise, obtain Obligor payment in respect of any principal of or interest on any of its Loans the Loans, or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or the other Loan Documents through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or for any other reason (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Administrative Agent as provided herein), and, as a result of such payment, such Lender Party shall have received a percentage of the principal of or interest on the Loans or such other amounts then due under the Loan Documents in excess of such Lender Party’s share thereof, then the Lender receiving such greater proportion it shall promptly notify the Administrative Agent of such fact thereof and purchase (for cash at face value) from the applicable other Lender Parties participations in (or, if and to the extent specified by any such other Lender Party, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Lender Parties (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments the applicable Lender Parties shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Lender Party in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lender Parties under the Loan Documents. To such end, all such Lender Parties shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Nothing contained in this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that require any Lender acquiring a participation pursuant Party to exercise any such right or shall affect the foregoing arrangements may exercise against right of any Lender Party to exercise, and retain the Borrower rights benefits of setoff and counterclaim exercising, any such right with respect to such participation as fully as if such Lender were a direct creditor any other Debt or obligation of the Borrower in the amount of such participationObligors.

Set Off Sharing of Payments. (a) Without limitation Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any other rights of the Lendersthem is hereby authorized, if an Event of Default shall have occurred and be continuing, each Lender and without notice or demand (each of their respective Affiliates which is hereby authorized waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender Lender, such Holder or any such Affiliate of their respective Affiliates to or for the credit or the account of the any Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such LenderParty against any Obligation of any Credit Party now or hereafter existing, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit Transaction Document with respect to such Obligation and although even though such obligations of the Borrower Obligation may be contingent unmatured. No Lender or unmatured or are owed to a branch or office Holder shall exercise any such right of such Lender different from setoff without the branch or office holding such deposit or obligated on such indebtednessprior consent of Agent. The rights Each of Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender each Holder agrees promptly to notify the Borrower Representative and the Administrative Agent after any such setoff and applicationapplication made by such Lender, provided Holder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 13.7(a) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have. (b) If any Lender shallor Holder, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral or “proceeds” (as defined under the applicable UCC) of or interest on any of its Loans or Collateral) other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantSections [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesMARKED BY BRACKETS, to the extent it may effectively do so under applicable lawHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationAS AMENDED.

Set Off Sharing of Payments. (a) Without In addition to any rights and remedies now or hereafter granted under applicable law, and not by way of limitation of any other such rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized or remedies at any time and from time to time, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized by the Borrower, with reasonably prompt subsequent notice to the Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower) to set off and to appropriate and to apply any and all (a) balances held by such Lender at any of its offices for the account of the Borrower or any of its Subsidiaries (regardless of whether such balances are then due to the Borrower or any of its Subsidiaries); and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of the Borrower or any of its Subsidiaries; against and on account of any and all Obligations which are not paid when due; except that no Lender shall exercise such right without the prior written consent of the Agent. Any Lender having a right to set off shall purchase for cash (and the other Lenders shall sell) participations in each such other Lender's pro rata share of the Obligations as would be necessary to cause such Lender to share the benefit of such right of set-off with each other Lender in accordance with their respective pro rata shares of the Obligations. The Borrower agrees, to the fullest extent permitted by applicable law, that (i) any Lender may exercise its right to set off and apply any and all deposits (general or special, time or demand, provisional or final, with respect to amounts in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account excess of its pro rata share of the Borrower against any Obligations and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition sell participations to other rights Lenders, and remedies (including ii) any Lender so purchasing a participation in the Obligations held by other Lenders may exercise all rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shallbankers' lien, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower similar rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Obligations in the amount of such participation. The Borrower hereby grants to each Lender a security interest in all such deposits and other Property, whether now existing or hereafter arising, held by each Lender for the purposes set forth herein.

Set Off Sharing of Payments. (a) Without In addition to any rights and remedies now or hereafter granted under applicable law, and not by way of limitation of any other such rights or remedies, upon the occurrence and during the continuance of the Lenders, if an any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized by the Borrower at any time and from time to time, with reasonably prompt subsequent notice to the Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower) to set off and to appropriate and to apply any and all (a) balances held by such Lender at any of its offices for the account of the Borrower or any of its Subsidiaries (regardless of whether such balances are then due to the Borrower or any of its Subsidiaries); and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of the Borrower or any of its Subsidiaries; against and on account of any and all Obligations which are not paid when due. Any Lender having a right to set off shall purchase for cash (and the other Lenders shall sell) participations in each such other Lender's pro rata share of the Obligations as would be necessary to cause such Lender to share the benefit of such right of set-off with each other Lender in accordance with their respective pro rata shares of the Obligations. The Borrower agrees, to the fullest extent permitted by applicable law, that (i) any Lender may exercise its right to set off and apply any and all deposits (general or special, time or demand, provisional or final, with respect to amounts in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account excess of its pro rata share of the Borrower against any Obligations and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition sell participations to other rights Lenders, and remedies (including ii) any Lender so purchasing a participation in the Obligations held by other Lenders may exercise all rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shallbankers' lien, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower similar rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Obligations in the amount of such participation. The Borrower hereby grants to each Lender a security interest in all such deposits and other Property, whether now existing or hereafter arising, held by each Lender for the purposes set forth herein.

Set Off Sharing of Payments. (ai) Without limitation of any other rights of the Lenders, if an Event of Default shall have occurred and be continuingAgent, each Lender and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Loan Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable requirements of law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower any Loan Party against any and all Obligation of the obligations of the Borrower any Loan Party now or hereafter existing under this Agreement or any other Credit Document to such Lenderexisting, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit Loan Document with respect to such Obligation. Agent and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such setoff and application; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 7.3(e) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders and their Affiliates may have. (bii) If any Lender shallLender, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral or “proceeds” (as defined under the applicable UCC) of or interest on any of its Loans or Collateral) other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans pursuant to Section 4.2 and such other obligations of payment exceeds the other Lendersamount such Lender would have been entitled to receive if all payments had gone to, or make such other adjustments as shall be equitableand been distributed by, so that all such payments shall be shared by the Lenders ratably Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Lenders such participations in their Percentages Obligations as necessary for such Lender to share such excess payment with such Lenders to ensure such payment is applied as though it had been received by Agent and other amounts owing themapplied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrowers, applied to repay the Obligations in accordance herewith); provided that: provided, however, that (iA) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender without interest, and interest and (iiB) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a such Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesshall, to the fullest extent it may effectively do so under permitted by applicable requirements of law, that any Lender acquiring a participation pursuant be able to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of setoff) with respect to such participation as fully as if such Lender were a the direct creditor of the Borrower applicable Loan Party in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation Upon the occurrence and during the continuance of any other rights of the Lenders, if an Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to and the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may haveunmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff set-off and application, provided provided, that the failure to give such notice shall not affect the validity of such setoff set-off and application. . The rights of each Lender and its Affiliates under this Section 4.06 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have. If any such set-off is exercised by a Lender or any of its Affiliates at a time when an Event of Default has not occurred and is continuing, such Lender or its Affiliates, as applicable, shall promptly return the offset funds to the Borrower together with interest thereon accruing at the Federal Funds Rate for each day from and including the date such set-off is exercised to but excluding the date such funds are returned to the Borrower. -15- (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any of its Loans Loan or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or the Notes through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall notify the Administrative Agent and, as a result of such fact and payment, such Lender shall have received a percentage of the principal of or interest on such Loan or such other amounts then due hereunder by the Borrower to such Lender in excess of its pro rata share thereof, it shall promptly purchase (for cash at face value) from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Lenders (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of shall share the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of this Agreement and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders. To such end, all of the Lenders shall make appropriate adjustments among themselves (yby the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored; provided, that if any Lender shall commence an action or proceeding in any court to collect the principal of or interest on the Loan held by, or any other amount owed to, such Lender, and as a result thereof shall receive a disproportionate payment obtained (other than any such payment received by a such Lender as consideration for a result of attachment of, or set-off, exercise of banker's lien or any other proceedings against, deposits or other Property held by such Lender), such Lender shall not be required to share any portion of such disproportionate payment with any other Lender which, having received notice from such first-mentioned Lender (through the assignment Administrative Agent) of such action or proceeding, had the legal right to, but did not, join such action or proceeding or commence and diligently prosecute a separate action or proceeding in any appropriate court to collect (as applicable) the principal of or sale of a participation in any of its Loans to any assignee interest on the Loan held by, or participantother such amount owed to, such other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationLender.

Set Off Sharing of Payments. (a) Without limitation limiting any of any other the obligations of the Borrowers or the rights of the LendersBanks hereunder, if an Event of Default any Borrower shall have occurred and be continuingfail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any Note, each Lender and each of their respective Affiliates Bank may, without prior notice to such Borrower (which notice is hereby authorized at any time and from time to time, expressly waived by it to the fullest extent permitted by applicable law), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in whatever any currency, matured or unmatured) and other obligations and liabilities at any time held and other obligations (in whatever currency) at any time or owing by such Lender Bank or any such Affiliate of its Affiliates or any branch or agency thereof to or for the credit or the account of the Borrower against any and all such Borrower. Each Bank shall promptly provide notice of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document such set-off to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationBorrower, provided that the failure by such Bank to give provide such notice shall not give any Borrower any cause of action or right to damages or affect the validity of such setoff set-off and application. (b) If any Lender shall, by exercising Bank shall obtain from any right of setoff or counterclaim or otherwise, obtain Borrower payment in respect of any principal of or interest on any of its Loans a Loan or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or any Note through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall notify the Administrative Agent and, as a result of such fact and payment, such Bank shall have received a percentage of the principal of or interest on such Loan or such other amounts then due hereunder by such Borrower to such Bank in excess of its pro rata share thereof, it shall promptly purchase (for cash at face value) from such other Banks participations in (or, if and to the extent specified by such Bank, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Banks (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments the Banks shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Bank in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of this Agreement and/or interest on the Loans or such other amounts, respectively, owing to each of the Banks. To such end all the Banks shall make appropriate adjustments among themselves (yby the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Nothing contained herein shall require any payment obtained by a Lender as consideration for Bank to exercise any such right or shall affect the assignment right of or sale any Bank to exercise, and retain the benefits of a participation in exercising, any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim such right with respect to such participation as fully as if such Lender were a direct creditor any other indebtedness or obligation of the Borrower in the amount of such participationany Borrower.

Set Off Sharing of Payments. (a) Without limitation limiting any of the obligations of the Borrower or the rights of any other rights of Secured Party under the LendersLoan Documents, if the Borrower shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other Loan Document, then (to the extent not in violation of an Event of Default shall have occurred and be continuingApplicable Law) each Secured Party may, each Lender and each of their respective Affiliates without prior notice to the Borrower (which notice is hereby authorized at any time and from time to time, expressly waived by it to the fullest extent permitted by applicable lawApplicable Law), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in whatever any currency, matured or unmatured) at any time held and or any other obligations (in whatever currency) at any time Debt owing by such Lender Secured Party or any such Affiliate of its Affiliates (in each case, including any branch or agency thereof) to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may haveBorrower. Each Lender agrees Secured Party shall promptly provide notice of any such set-off by it to notify the Borrower and the Administrative Agent after any such setoff and application, Agent; provided that the failure by such Secured Party to give provide such notice shall not give the Borrower any cause of action or right to damages or affect the validity of such setoff set-off and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, Secured Party shall obtain from the Borrower payment in respect of any principal of or interest on any of its Loans Loan or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or the other Loan Documents through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or for any other reason (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Administrative Agent as provided herein), and, as a result of such payment, such Secured Party shall have received a percentage of the principal of or interest on the Loans or such other amounts then due under the Loan Documents in excess of such Secured Party’s pro rata share thereof, then the Lender receiving such greater proportion it shall promptly notify the Administrative Agent of such fact thereof and purchase (for cash at face value) from the applicable other Secured Parties participations in (or, if and to the extent specified by any such other Secured Party, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Secured Parties (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments the applicable Secured Parties shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Secured Party in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of this Agreement and/or interest on the Loans or such other amounts, respectively, owing to each of the Secured Parties under the Loan Documents. To such end, all such Secured Parties shall make appropriate adjustments among themselves (yby the resale of participations sold or otherwise) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationpayment is rescinded or must otherwise be restored.

Set Off Sharing of Payments. (a) Without limitation Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any other rights of the Lendersthem is hereby authorized, if an Event of Default shall have occurred and be continuing, each Lender and without notice or demand (each of their respective Affiliates which is hereby authorized waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender Lender, such Holder or any such Affiliate of their respective Affiliates to or for the credit or the account of the any Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such LenderParty against any Obligation of any Credit Party now or hereafter existing, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit Transaction Document with respect to such Obligation and although even though such obligations of the Borrower Obligation may be contingent unmatured. No Lender or unmatured or are owed to a branch or office Holder shall exercise any such right of such Lender different from setoff without the branch or office holding such deposit or obligated on such indebtednessprior consent of Agent. The rights Each of Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender each Holder agrees promptly to notify the Borrower Representative and the Administrative Agent after any such setoff and applicationapplication made by such Lender, provided Holder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 13.7(a) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have. (b) If any Lender shallor Holder, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.6 or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans 13.8 and such other obligations of payment exceeds the other Lendersamount such Lender or Holder would have been entitled to receive if all payments had gone to, or make such other adjustments as shall be equitableand been distributed by, so that all such payments shall be shared by the Lenders ratably Agent in accordance with the provisions of the Transaction Documents, such Lender or Holder shall purchase for cash from other Lenders or Holders such participations in their Percentages Obligations as necessary for such Lender or Holder to share such excess payment with such Lenders or Holders to ensure such payment is applied as though it had been received by Agent and other amounts owing themapplied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower Representative, applied to repay the Obligations in accordance herewith); provided that: provided, however, that (i) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender or Holder in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender or Holder without interest, and interest and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement such Lender or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesHolder shall, to the fullest extent it may effectively do so under permitted by applicable lawRequirements, that any Lender acquiring a participation pursuant be able to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of setoff) with respect to such participation as fully as if such Lender or Holder were a the direct creditor of the Borrower applicable Credit Party in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any other rights of the Lendersthem is hereby authorized, if an Event of Default shall have occurred and be continuing, each Lender and without notice or demand (each of their respective Affiliates which is hereby authorized waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender Lender, such Holder or any such Affiliate of their respective Affiliates to or for the credit or the account of the any Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such LenderParty against any Obligation of any Credit Party now or hereafter existing, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Document with respect to such Obligation and although even though such obligations of the Borrower Obligation may be contingent unmatured. No Lender or unmatured or are owed to a branch or office Holder shall exercise any such right of such Lender different from setoff without the branch or office holding such deposit or obligated on such indebtednessprior consent of Agent. The rights Each of Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender each Holder agrees promptly to notify the Borrower Representative and the Administrative Agent after any such setoff and applicationapplication made by such Lender, provided Holder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 13.7(a) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have. (b) If any Lender shallor Holder, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.6 or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans 13.8 and such other obligations of payment exceeds the other Lendersamount such Lender or Holder would have been entitled to receive if all payments had gone to, or make such other adjustments as shall be equitableand been distributed by, so that all such payments shall be shared by the Lenders ratably Agent in accordance with the provisions of the Transaction Documents, such Lender or Holder shall purchase for cash from other Lenders or Holders such participations in their Percentages Obligations as necessary for such Lender or Holder to share such excess payment with such Lenders or Holders to ensure such payment is applied as though it had been received by Agent and other amounts owing themapplied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower Representative, applied to repay the Obligations in accordance herewith); provided that: provided, however, that (i) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender or Holder in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender or Holder without interest, and interest and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement such Lender or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesHolder shall, to the fullest extent it may effectively do so under permitted by applicable lawRequirements, that any Lender acquiring a participation pursuant be able to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of setoff) with respect to such participation as fully as if such Lender or Holder were a the direct creditor of the Borrower applicable Credit Party in the amount of such participation.

Set Off Sharing of Payments. (a) Without In addition to any rights and remedies ---------------------------- now or hereafter granted under applicable law, and not by way of limitation of any other such rights of the Lenders, if an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized or remedies at any time and from time to time, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized by the Borrower, with reasonably prompt subsequent notice to the Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower) to set off and to appropriate and to apply any and all: (a) balances held by such Lender at any of its offices for the account of the Borrower or any of its Subsidiaries (regardless of whether such balances are then due to the Borrower or any of its Subsidiaries); and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of the Borrower or any of its Subsidiaries; against and on account of any and all Obligations which are not paid when due; except that no Lender shall exercise such right without the prior written consent of the Agent. Any Lender having a right to set off shall purchase for cash (and the other Lenders shall sell) participations in each such other Lender's pro rata share of the Obligations as would be necessary to cause such Lender to share the benefit of such right of set-off with each other Lender in accordance with their respective pro rata shares of the Obligations. The Borrower agrees, to the fullest extent permitted by applicable law, that (i) any Lender may exercise its right to set off and apply any and all deposits (general or special, time or demand, provisional or final, with respect to amounts in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account excess of its pro rata share of the Borrower against any Obligations and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition sell participations to other rights Lenders, and remedies (including ii) any Lender so purchasing a participation in the Obligations held by other Lenders may exercise all rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shallbankers' lien, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower similar rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Obligations in the amount of such participation. The Borrower hereby grants to each Lender a security interest in all such deposits and other Property, whether now existing or hereafter arising, held by each Lender for the purposes set forth herein.

Set Off Sharing of Payments. (a) Without Each Obligor agrees that, in addition to (and without limitation of) any right of any other rights of the Lendersset-off, if an Event of Default shall have occurred and be continuingbankers' lien or counterclaim a Lender may otherwise have, each Lender and each shall be entitled, at its option, to offset balances held by it for account of their respective Affiliates is hereby authorized such Obligor at any time and from time of its offices, in Dollars or in any other Currency, against any principal of or interest on any of such Lender's Loans which is not paid when due (regardless of whether such balances are then due to time, such Obligor) in which case it shall promptly notify such Obligor (through notice to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencyCompany) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any thereof, PROVIDED that such setoff and application, provided that the Lender's failure to give such notice shall not affect the validity of such setoff and applicationthereof. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Committed Loan made by it under this Agreement through the exercise of its Loans any right of set-off, bankers' lien or other obligations hereunder resulting in counterclaim or similar right or otherwise, and, as a result of such Lender’s receiving payment of payment, such Lender shall have received a proportion greater percentage of the aggregate amount Credit Agreement ---------------- amounts then due hereunder to such Lender in respect of its Committed Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans and such other obligations of the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Committed Loans made by such other Lenders (or in the interest thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all such payments shall be shared by the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of shall share the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent benefit of such recovery, without interest, and excess payment (iinet of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal and interest on the Committed Loans held by each of this Agreement the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or (yotherwise) any if such payment obtained by a Lender as consideration for the assignment of is rescinded or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply)must otherwise be restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, Each Obligor agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Committed Loans made by other Lenders (or in the interest thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of Loans (or in the Borrower interest thereon, as the case may be) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Obligor. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share in the benefits of any recovery on such secured claim.

Set Off Sharing of Payments. (ai) Without limitation Agent and each Lender may and without any notice to, consent of or any other rights of the Lendersaction by any Loan Party (such notice, if an Event of Default shall have occurred and be continuingconsent or other action being expressly waived), each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set set-off and or apply (i) any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations by or for the account of Agent, Lender or any Affiliate of Agent or any Lender, and/or (in whatever currencyii) any Indebtedness at any time owing by such Agent, any Lender or any such Affiliate of Agent or any Lender or any Participant in the Loans to or for the credit or the account of any Loan Party, to the Borrower against any and all repayment of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, Obligations irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations for payment of the Borrower may Obligations has been made; provided, that (subject to Section 10.21) all amounts so set off shall be contingent or unmatured or are owed paid over immediately to a branch or office Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by the applicable Lender different from its other funds and deemed held in trust for the branch or office holding such deposit or obligated on such indebtedness. The rights benefit of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower Agent and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationother Lenders. (bii) If any Lender shallLender, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral, Proceeds or “proceeds” (as defined under the applicable UCC) of or interest on any of its Loans or Collateral) other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans pursuant to Section 4.2 and such other obligations of payment exceeds the other Lendersamount such Lender would have been entitled to receive if all payments had gone to, or make such other adjustments as shall be equitableand been distributed by, so that all such payments shall be shared by the Lenders ratably Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Lenders such participations in their Percentages Obligations as necessary for such Lender to share such excess payment with such Lenders to ensure such payment is applied as though it had been received by Agent and other amounts owing themapplied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided that: provided, however, that (iA) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender without interest, and interest and (iiB) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a such Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesshall, to the fullest extent it may effectively do so under permitted by applicable requirements of law, that any Lender acquiring a participation pursuant be able to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of setoff) with respect to such participation as fully as if such Lender were a the direct creditor of the Borrower applicable Loan Party in the amount of such participation.

Set Off Sharing of Payments. (ai) Without limitation Agent and each Lender may and without any notice to, consent of or any other rights of the Lendersaction by any Loan Party (such notice, if an Event of Default shall have occurred and be continuingconsent or other action being expressly waived), each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set set-off and or apply (i) any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations by or for the account of Agent, Lender or any Affiliate of Agent or any Lender, and/or (in whatever currencyii) any Indebtedness at any time owing by such Agent, any Lender or any such Affiliate of Agent or any Lender or any Participant in the Loans to or for the credit or the account of any Loan Party, to the Borrower against any and all repayment of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, Obligations irrespective of whether or not such any demand for payment of the Obligations has been made; provided, that if any Defaulting Lender shall have made exercise any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights right of setoff, (x) which all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 10.21 and, pending such payment, shall be segregated by such Defaulting Lender or their respective Affiliates may have. Each from its other funds and deemed held in trust for the benefit of Agent and the Lenders, and (y) the Defaulting Lender agrees shall provide promptly to notify Agent a statement describing in reasonable detail the Borrower and the Administrative Agent after any Obligations owing to such setoff and application, provided that the failure Defaulting Lender as to give which it exercised such notice shall not affect the validity right of such setoff and applicationsetoff. (bii) If any Lender shallLender, by exercising directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or counterclaim or otherwise, obtain payment in respect the receipt of any principal Collateral, Proceeds or “proceeds” (as defined under the applicable UCC) of or interest on any of its Loans or Collateral) other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and purchase (for cash at face value) participations in the Loans pursuant to Section 4.2 and such other obligations of payment exceeds the other Lendersamount such Lender would have been entitled to receive if all payments had gone to, or make such other adjustments as shall be equitableand been distributed by, so that all such payments shall be shared by the Lenders ratably Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Lenders such participations in their Percentages Obligations as necessary for such Lender to share such excess payment with such Lenders to ensure such payment is applied as though it had been received by Agent and other amounts owing themapplied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided that: provided, however, that (iA) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender without interest, and interest and (iiB) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a such Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreesshall, to the fullest extent it may effectively do so under permitted by applicable requirements of law, that any Lender acquiring a participation pursuant be able to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of setoff) with respect to such participation as fully as if such Lender were a the direct creditor of the Borrower applicable Loan Party in the amount of such participation.

Set Off Sharing of Payments. (a) Without limitation limiting any of the obligations of the Borrower or the rights of any other rights of Bank Facility Secured Party under the LendersLoan Documents, if an Event Newark, VCP Exportadora, VCP or either Newark Subsidiary shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other Loan Document, then (to the extent not in violation of Default shall have occurred and be continuingApplicable Law) each Bank Facility Secured Party may, each Lender and each of their respective Affiliates without prior notice to Newark, VCP Exportadora, VCP or either Newark Subsidiary (which notice is hereby authorized at any time and from time to time, expressly waived by it to the fullest extent permitted by applicable lawApplicable Law), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in whatever any currency, matured or unmatured) at any time held and or any other obligations (in whatever currency) at any time Debt owing by such Lender Bank Facility Secured Party or any such Affiliate of its Affiliates (in each case, including any branch or agency thereof) to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now Newark, VCP Exportadora, VCP or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may haveeither Newark Subsidiary. Each Lender agrees Bank Facility Secured Party shall promptly provide notice of any such set-off by it to notify the Borrower Newark, VCP Exportadora, VCP or either Newark Subsidiary, as applicable, and the Administrative Agent after any such setoff and application, Agent; provided that the failure by such Bank Facility Secured Party to give provide such notice shall not give either Newark, VCP Exportadora, VCP or either Newark Subsidiary any cause of action or right to damages or affect the validity of such setoff set-off and application. (b) If any Lender shallBank Facility Secured Party shall obtain from Newark, by exercising any right of setoff VCP Exportadora, VCP or counterclaim or otherwise, obtain either Newark Subsidiary payment in respect of any principal of or interest on any of its Loans Loan or other obligations hereunder resulting in such Lender’s receiving payment of a proportion any other amount under this Agreement or the other Loan Documents through the exercise of any right of set-off, banker's lien, counterclaim or similar right or for any other reason (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof Agents as provided herein), and, as a result of such payment, such Bank Facility Secured Party shall have received a percentage of the principal of or interest on the Loans or such other amounts then due under the Loan Documents in excess of such Bank Facility Secured Party's share thereof, then the Lender receiving such greater proportion it shall promptly notify the Administrative Agent of such fact thereof and purchase (for cash at face value) from the applicable other Bank Facility Secured Parties participations in (or, if and to the extent specified by any such other Bank Facility Secured Party, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Bank Facility Secured Parties (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time, as shall be equitable, so to the end that all such payments the applicable Bank Facility Secured Parties shall be shared by share the Lenders ratably in accordance with their Percentages and other amounts owing them; provided that: (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 benefit of such recovery, without interest, and excess payment (iinet of any expenses that may be incurred by such Bank Facility Secured Party in obtaining or preserving such excess payment) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and pro rata in accordance with the express terms unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Bank Facility Secured Parties under the Loan Documents. To such end, all such Bank Facility Secured Parties shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Nothing contained in this Agreement Section shall require any Bank Facility Secured Party to exercise any such right or (y) shall affect the right of any payment obtained by a Lender as consideration for Bank Facility Secured Party to exercise, and retain the assignment benefits of or sale of a participation in exercising, any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim such right with respect to such participation as fully as if such Lender were a direct creditor any other Debt or obligation of the Borrower in the amount of such participationNewark, VCP Exportadora, VCP or either Newark Subsidiary.