Common use of Adjustments; Set-off Clause in Contracts

Adjustments; Set-off. (a) Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letter of credit obligations or swingline loans Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided however, that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as otherwise set forth hereinopposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) or 9.21, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owed to such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply), made pursuant to and in accordance with the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect express provisions of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Applicable Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510.01(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided that, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (By) the provisions of this paragraph Section shall not be construed to apply to (xA) any payment made by Holdings, or on behalf of the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documents, application of funds arising from the existence of a Defaulting Lender) or (yB) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (zas to which the provisions of this Section shall apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (1) any disproportionate payment obtained all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.05(d) and, pending such payment, shall be segregated by a such Defaulting Lender of any Class as a result from its other funds and deemed held in trust for the benefit of the extension by Lenders of Administrative Agent and the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in Lenders, and (2) the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension Defaulting Lender shall provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Obligations owing to such transaction is permitted hereunderDefaulting Lender as to which it exercised such right of setoff. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except (x) to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility (or provides for the application of funds arising from the existence of a Defaulting Lender) or (y) to the extent any payment is obtained by a Lender as otherwise set forth hereinconsideration for the assignment of or sale of a participation in any of its Loans or L/C Disbursements to any assignee or participant (other than to the Company or any Subsidiary thereof, except pursuant to Section 10.06(k)), if any Lender (a “Benefited Benefitted Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in Section 11.5paragraph (f) of Article 8, or otherwise), in a proportion greater proportion than its pro rata share of any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableunder this Agreement, such Benefited Benefitted Lender shall (i) notify the Administrative Agent and each other Lender of the receipt of such fact, payment and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableunder this Agreement, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderinterest. Each Credit Party Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Applicable Law, agrees that any Lender acquiring holding a participation pursuant in a Lender’s obligations under this Agreement deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and counterclaim with respect to such participation setoff as set forth in clause (b) below by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to such Credit Party Borrower in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans principal amount of any Class of its Revolving Credit Loans, Term Loans, Additional/Replacement Revolving Credit Loans and/or the participations in letter of credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), resulting in such Lender receiving payment of a greater proportion than any such payment to or collateral received by any other Lenderof the aggregate amount at the Revolving Credit Loans, if anyTerm Loans, in respect of such other Lender’s Additional/Replacement Revolving Credit Loans of such Class or and/or participations in letter of credit obligations or swingline loans, as applicableloans and accrued interest thereon than the proportion received by any other Lender that is entitled thereto, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Revolving Credit Loans, Term Loans, Additional/Replacement Revolving Credit Loans of such Class or and/or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Revolving Credit Loans, Term Loans, Additional/Replacement Revolving Credit Loans of the applicable Class or and/or participations in letter of credit obligations or swingline loans, as applicableapplicable and other amounts owing them; provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations Borrowing or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans or the Loans of Reimbursement Obligations owing to it (or any Class and/or the participations in letter of credit obligations participation therein arising pursuant to subsection 13.15) then due and owing, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5subsection 10(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender (other than to the extent expressly provided herein or by court order), if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations the Reimbursement Obligations owing to it (or swingline loansany participation therein arising pursuant to subsection 13.15) then due and owing, as applicableor interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicablethe Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest; and (B) provided further that in the provisions event that any Defaulting Lender shall exercise any such right of this paragraph shall not be construed to apply to setoff, (x) any payment made by Holdings, all amounts so set off shall be paid over immediately to the Borrower or any other Credit Party pursuant to and Administrative Agent for further application in accordance with the express terms provisions of this Agreement subsection 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the other Credit DocumentsLenders, and (y) any payment obtained by the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as consideration for the assignment to which it exercised such right of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationsetoff.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (By) the provisions of this paragraph shall not be construed to apply to (xA) any payment made or collateral provided by Holdings, the Borrower or any other Credit Party Person pursuant to and in accordance with the express terms of this Agreement (including, for the avoidance of doubt, any such provisions added pursuant to any permitted amendment to this Agreement and including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender or assignments made pursuant to Section 13.6(e) or Section 13.7), or (yB) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in a Letter of Credit Obligations or Swingline Loans Unpaid Drawings to any assignee or participant or (z) participant, other than to any disproportionate payment obtained by a Lender of any Class as a result of Parent Guarantor, the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class Borrower or any increase in Subsidiary thereof (as to which the Applicable Margin (provisions of this paragraph shall apply except if such assignment or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction participation is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation made pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationSection 13.6).

Adjustments; Set-off. (a) Except as Unless (i) an Event of Default has occurred and is continuing or (ii) otherwise set forth hereinprovided in any Loan Document or in any other written agreement among the Lenders and the Administrative Agent, if any Lender (a “Benefited benefitted Lender”) shall at any time receive any payment of all or part of the any of its Loans of any Class and/or the participations in letter of credit obligations owing to it, or swingline loans held by itinterest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class owing to it or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicablesimilar Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders which hold such Loans; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline another Lender’s Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such purchasing Lender were a the direct creditor holder of such Credit Party portion. After the delivery of a Notice of Actionable Default and prior to the withdrawal of all Notices of Actionable Default then pending, all payments or Collateral (or proceeds thereof) received by any Agent or Lender in contravention of this Agreement, the amount of such participationIntercreditor Agreement or any other Loan Document, shall be segregated and held in trust and forthwith paid over to the Collateral Agent to be applied pursuant to Section 7.15(e).

Adjustments; Set-off. (a) Except as otherwise set forth hereinIf any Lender, if any including Swing Loan Lender (a “Benefited Lender”) ), shall at any time receive any payment of all or any part of its Loans or participation or subparticipation in payments made by the Loans Issuing Lender pursuant to a Letter of any Class and/or the participations in letter of credit obligations Credit or swingline loans held by itSwing Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59.1(h) or (i), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender’s Loans or participation or subparticipation in payments made by the Issuing Lender pursuant to a Letter of such Class Credit or participations in letter of credit obligations Swing Loans, or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from each of the other Lenders a participating interest in such portion of each such other Lender’s Loans and participation and subparticipation in payments made by the Issuing Lender pursuant to a Letter of such Class Credit or participations in letter of credit obligations or swingline loansSwing Loans, as applicable, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders, as applicable; provided thatprovided, (A) however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Loans or participations or subparticipations in payments by the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party Issuing Lender pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Swing Loans to any assignee or participant or may exercise all rights of payment (z) any disproportionate payment obtained by a Lender including, without limitation, rights of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agreesset-off, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim not prohibited by law) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion.

Adjustments; Set-off. (a) Except as otherwise set forth hereinto the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableObligations, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableObligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) interest; provided that in the provisions event that any Defaulting Lender shall exercise any such right of this paragraph shall not be construed to apply to setoff, (x) any payment made by Holdings, all amounts so set off shall be paid over immediately to the Borrower or any other Credit Party pursuant to and Administrative Agent for further application in accordance with the express terms provisions of this Agreement Section 2.22 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 other Credit DocumentsLenders, and (y) any payment obtained by the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as consideration for the assignment to which it exercised such right of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationsetoff.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letter of credit obligations or swingline loans Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.512.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided however, that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by itReimbursement Obligations with regards to either Facility, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender under such Facility, if any, in respect of such other Lender’s Loans of or Reimbursement Obligations under such Class Facility, or participations in letter of credit obligations or swingline loansinterest thereon, as applicableexcept to the extent specifically provided hereunder, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders under such Facility a participating interest in such portion of each such other Lender’s Loans of or Reimbursement Obligations under such Class or participations in letter of credit obligations or swingline loans, as applicableFacility, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class Lenders under such Facility; except that with respect to any Lender that is a Defaulting Lender by virtue of such Lender failing to fund its Commitment Percentage of any Loan or participations in letter Participation Obligation, such Defaulting Lender’s pro rata share of credit obligations the excess payment shall be allocated to the Lender (or swingline loansthe Lenders, as applicablepro rata) that funded such Defaulting Lender’s Commitment Percentage thereof; provided thatprovided, (A) however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdingsinterest; provided further, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such transaction is permitted hereunderGuarantor. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do Borrower agrees that each Lender so under Applicable Law, that any Lender acquiring purchasing a participation pursuant to the foregoing arrangements portion of another Lender’s Loans or Reimbursement Obligations may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.511.01(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided that, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (Bii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by Holdings, or on behalf of the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and (including (x) the other Credit Documents, application of funds arising from the existence of a Defaulting 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, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (zas to which the provisions of this Section shall apply)). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) any disproportionate payment obtained all amounts so set off shall be paid over immediately to the Administrative Agent for further application and, pending such payment, shall be segregated by a such Defaulting Lender of any Class as a result from its other funds and deemed held in trust for the benefit of the extension by Lenders of Administrative Agent and the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in Lenders, and (y) the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension Defaulting Lender shall provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Obligations owing to such transaction is permitted hereunderDefaulting Lender as to which it exercised such right of setoff. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letter of credit obligations or swingline loans Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided thathowever, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth hereinto the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, (i) except to the extent that the Loan Documents provide that only the Term Loans shall be secured by the Mortgaged Property of the Borrower or any Subsidiary thereof located in the State of New York (the “New York Collateral”), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510(g), (h), (i) or otherwise), in a greater proportion than any such payment to or collateral Collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans of such Class , or participations in letter of credit obligations or swingline loans(ii) if, as applicablea result of any exercise of rights and remedies with respect to the New York Collateral, such Benefited any Lender holding a Term Loan shall at any time receive any payment of all or part of the Obligations owing to it (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10(g), (h), (i) notify or otherwise), in a greater proportion than any such payment to any other Lender, if any, in respect of the Administrative Agent of Obligations owing to such factother Lender, such benefited Lender (each benefited Lender referred to in clauses (i) and (ii) above, a “Benefited Lender”) shall purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral Collateral, or the proceeds thereof, ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment payment, benefits or benefits proceeds is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letter of credit obligations or swingline loans Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided however, that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letter of credit obligations or swingline loans Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided thathowever, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Tranche A Exposure or swingline loans held by itTranche B Exposure, as applicable, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5Article VIII(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Tranche A Exposure or participations in letter of credit obligations or swingline loansTranche B Exposure, as applicable, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class Tranche A Exposure or participations in letter of credit obligations or swingline loansTranche B Exposure, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loans, as applicableLenders; provided that, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the any Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Revolving Credit Loans or Competitive Loans or participations in a Letter respect of Letters of Credit Obligations or Swingline Loans to any assignee or participant or (z) participant, other than to any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin (or other pricing termprovisions of this paragraph shall apply, including any feeexcept, discount or premium) in respect for the avoidance of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agreesdoubt, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation for payments made pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationSection 2.15 or Section 10.10(a) hereof).

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by itReimbursement Obligations with regards to either Facility, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59.1(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender under such Facility, if any, in respect of such other Lender’s Loans of or Reimbursement Obligations under such Class Facility, or participations in letter of credit obligations or swingline loansinterest thereon, as applicableexcept to the extent specifically provided hereunder, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders under such Facility a participating interest in such portion of each such other Lender’s Loans of or Reimbursement Obligations under such Class or participations in letter of credit obligations or swingline loans, as applicableFacility, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class Lenders under such Facility; except that with respect to any Lender that is a Defaulting Lender by virtue of such Lender failing to fund its Commitment Percentage of any Loan or participations in letter Participation Obligation, such Defaulting Lender’s pro rata share of credit obligations the excess payment shall be allocated to the Lender (or swingline loansthe Lenders, as applicablepro rata) that funded such Defaulting Lender’s Commitment Percentage thereof; provided thatprovided, (A) however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdingsinterest; provided further, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Loan Party shall be applied to any Excluded Swap Obligations of such transaction is permitted hereunderLoan Party. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do Borrower agrees that each Lender so under Applicable Law, that any Lender acquiring purchasing a participation pursuant to the foregoing arrangements portion of another Lender’s Loans or Reimbursement Obligations may exercise against such Credit Party all rights of payment (including rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of (or any Class and/or the participations in letter of credit obligations participation therein arising pursuant to subsection 11.15) then due and owing, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5subsection 8(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender (other than to the extent expressly provided herein or by court order), if any, in respect of such other Lender’s Loans of such Class (or participations in letter of credit obligations any participation therein arising pursuant to subsection 11.15) then due and owing, or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest; and (B) provided further that in the provisions event that any Defaulting Lender shall exercise any such right of this paragraph shall not be construed to apply to setoff, (x) any payment made by Holdings, all amounts so set off shall be paid over immediately to the Borrower or any other Credit Party pursuant to and Administrative Agent for further application in accordance with the express terms provisions of this Agreement subsection 2.5 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the other Credit DocumentsLenders, and (y) any payment obtained by the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as consideration for the assignment to which it exercised such right of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationsetoff.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, 10.01(h) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided that, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (By) the provisions of this paragraph Section shall not be construed to apply to (xA) any payment made by Holdings, or on behalf of the Borrower or any other Credit Party Borrowers pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documents, application of funds arising from the existence of a Defaulting Lender) or (yB) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (zas to which the provisions of this Section shall apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (1) any disproportionate payment obtained all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.05(d) and, pending such payment, shall be segregated by a such Defaulting Lender of any Class as a result from its other funds and deemed held in trust for the benefit of the extension by Lenders of Administrative Agent and the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in Lenders, and (2) the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension Defaulting Lender shall provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Obligations owing to such transaction is permitted hereunderDefaulting Lender as to which it exercised such right of set-off. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth hereinIn addition to any rights and remedies of each Lender provided by law, if any Lender (a “Benefited Lender”) shall upon the occurrence of an Event of Default and acceleration of the Notes, or at any time receive any payment upon the occurrence and during the continuance of all an Event of Default under Sections 9.1(a) or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise9.1(b), in a greater proportion than each Credit Party shall have the right, without prior notice to the Borrower, any such payment to or collateral received notice being expressly waived by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, Borrower to the extent permitted by applicable law, to set off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such recoveryCredit Party arising under the Loan Documents, but without interest and (B) any amount owing from such Credit Party to the provisions Borrower. To the extent permitted by applicable law, the aforesaid right of this paragraph shall not set off may be construed to apply to (x) any payment made exercised by Holdings, such Credit Party against the Borrower or against any other trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditors, notwithstanding the fact that such right of set off shall not have been exercised by such Credit Party pursuant prior to and in accordance with the express terms of this Agreement and the other making, filing or issuance of, service upon such Credit DocumentsParty of, (y) or notice to such Credit Party of, any payment obtained by a Lender as consideration petition, assignment for the assignment benefit of creditors, appointment or sale application for the appointment of a participation in any receiver, or issuance of its Loansexecution, Commitments subpoena, order or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderwarrant. Each Credit Party consents agrees promptly to notify the foregoing Borrower 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 Administrative Agent after each such set off and application made by such Credit Party rights Party, provided that the failure to give such notice shall not affect the validity of set-such set off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationapplication.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of any of its Loans or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.59, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s 's Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or interest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s 's Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline another Lender's Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510.01(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loans, as applicableLenders; provided that, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (Bii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by Holdings, or on behalf of the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting 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, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (zas to which the provisions of this Section shall not apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) any disproportionate payment obtained all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.14 and, pending such payment, shall be segregated by a such Defaulting Lender of any Class as a result from its other funds and deemed held in trust for the benefit of the extension by Lenders of Administrative Agent and the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in Lenders, and (y) the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension Defaulting Lender shall provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Obligations owing to such transaction is permitted hereunderDefaulting Lender as to which it exercised such right of setoff. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth hereinto the extent that this Amended Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender (a “Benefited Benefitted Lender”) shall at any time receive any payment of all or part of any of its Revolving Credit Loans (other than payment of Swing Line Loans), Incremental Term Loans or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510.1(f), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Revolving Credit Loans, Incremental Term Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or interest thereon, such Benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Revolving Credit Loans, Incremental Term Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline another Lender’s Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letter of credit obligations or swingline loans Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided thathowever, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.511.01(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided that, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (Bii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by Holdings, or on behalf of the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and (including (x) the other Credit Documents, application of funds arising from the existence of a Defaulting 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, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (zas to which the provisions of this Section shall apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) any disproportionate payment obtained all amounts so set off shall be paid over immediately to the Administrative Agent for further application and, pending such payment, shall be segregated by a such Defaulting Lender of any Class as a result from its other funds and deemed held in trust for the benefit of the extension by Lenders of Administrative Agent and the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in Lenders, and (y) the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension Defaulting Lender shall provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Obligations owing to such transaction is permitted hereunderDefaulting Lender as to which it exercised such right of setoff. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any relevant Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of any of its Loans or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.59, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lenderrelevant Lender (other than in accordance with any provision hereof expressly providing for payments to be made only to an individual Lender or to the Lenders of a particular Facility), if any, in respect of such other relevant Lender’s Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other relevant Lenders a participating interest in such portion of each such other relevant Lender’s Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other relevant Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loans, as applicablerelevant Lenders; provided that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderinterest. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do agrees that each Lender so under Applicable Law, that any Lender acquiring purchasing a participation pursuant to the foregoing arrangements portion of another Lender’s Loans and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give Borrower notice of any set-off; provided that the amount failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letter of credit obligations or swingline loans Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided however, that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any relevant Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of any of its Loans or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5subsection 9(f), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lenderrelevant Lender (other than in accordance with any provision hereof expressly providing for payments to be made only to an individual Lender or to the Lenders of a particular Facility), if any, in respect of such other relevant Lender’s Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other relevant Lenders a participating interest in such portion of each such other relevant Lender’s Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other relevant Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loans, as applicablerelevant Lenders; provided that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderinterest. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do agrees that each Lender so under Applicable Law, that any Lender acquiring purchasing a participation pursuant to the foregoing arrangements portion of another Lender’s Loans and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give Borrower notice of any set-off; provided that the amount failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by itReimbursement Obligations with regards to either Facility, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender under such Facility, if any, in respect of such other Lender’s Loans of or Reimbursement Obligations under such Class Facility, or participations in letter of credit obligations or swingline loansinterest thereon, as applicableexcept to the extent specifically provided hereunder, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders under such Facility a participating interest in such portion of each such other Lender’s Loans of or Reimbursement Obligations under such Class or participations in letter of credit obligations or swingline loans, as applicableFacility, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class Lenders under such Facility; except that with respect to any Lender that is a Defaulting Lender by virtue of such Lender failing to fund its Revolving Facility Commitment Percentage of any Loan or participations in letter Participation Obligation, such Defaulting Lender’s pro rata share of credit obligations the excess payment shall be allocated to the Lender (or swingline loansthe Lenders, as applicablepro rata) that funded such Defaulting Lender’s Revolving Facility Commitment Percentage thereof; provided thatprovided, (A) however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdingsinterest; provided further, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such transaction is permitted hereunderGuarantor. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do Borrower agrees that each Lender so under Applicable Law, that any Lender acquiring purchasing a participation pursuant to the foregoing arrangements portion of another Lender’s Loans or Reimbursement Obligations may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “"Benefited Lender”") shall at any time receive any payment of all or any part of the its Loans of any Class and/or the or participations in letter of credit obligations LC Disbursements or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59.1(h) or (i), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender’s 's Loans of such Class or participations in letter of credit obligations LC Disbursements, or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from each of the other Lenders (other than a participating interest in Defaulting Lender) such portion of each such other Lender’s 's Loans of such Class or and participations in letter of credit obligations or swingline loansLC Disbursements, as applicable, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders (other than a Defaulting Lender), as applicable; provided thatprovided, (A) however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest, unless the Benefited Lender is required to pay interest on such recovery to the person recovering the same, in which case with interest thereon, computed at the same rate, and (B) on the provisions same basis, as the interest that the Benefited Lender is required to pay. The Borrower agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments another Lender's Loans or participations in a Letter LC Disbursements may exercise all rights of Credit Obligations or Swingline Loans to any assignee or participant or payment (z) any disproportionate payment obtained by a Lender including, without limitation, rights of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agreesset-off, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim not prohibited by law) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “"Benefited Lender”") shall at any time receive any payment of all or part of the its Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by itReimbursement Obligations, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59(f), or otherwise), in a greater proportion than any excess of the amount such payment Benefited Lender is otherwise entitled to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loansunder Sections 4.7 and 4.9, as applicableapplicable at such time, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class Lenders; except that with respect to any Lender that is a Defaulting Lender by virtue of such Lender failing to fund its required share (if any) of any Revolving Credit Loan, Swing Line Loan, Refunded Swing Line Loan, Swing Line Participation Amount, Daylight Overdraft Loan, Refunded Daylight Overdraft Loan, Daylight Overdraft Participation Amount or participations in letter an L/C Obligation, such Defaulting Lender's pro rata share of credit obligations the excess payment shall be allocated to the Lender (or swingline loansthe Lenders, as applicablepro rata) that funded such Defaulting Lender's required share (if any); provided thatprovided, however, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (Bii) the provisions of this paragraph Section 11.8(a) shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and (including, without limitation, the other Credit Documents, application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in or other interest in any of its Loans, Commitments or participations in Loans and Reimbursement Obligation. The Borrower agrees that each Lender so purchasing a Letter portion of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 another Lender's Loan may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender Bank (a “Benefited Lender”"Benefitted Bank") shall at any time receive any payment of all or part of any of its Revolving Credit Loans (other than payment of Swing Line Loans or Bid Loans) or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.58, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other LenderBank, if any, in respect of such other Lender’s Bank's Revolving Credit Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or interest thereon, such Benefited Lender benefitted Bank shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in Banks such portion of each such other Lender’s Bank's Revolving Credit Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans Commitment Percentages with each of the applicable Class or participations in letter of credit obligations or swingline loansBanks; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Bank so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline another Bank's Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender Bank were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any relevant Lender (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of any of its Loans or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.59, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lenderrelevant Lender (other than in accordance with any provision hereof expressly providing for payments to be made only to an individual Lender or to the Lenders of a particular Facility), if any, in respect of such other relevant Lender’s 's Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or interest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other relevant Lenders a participating interest in such portion of each such other relevant Lender’s 's Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other relevant Lenders with the benefits of any such collateralcollat- eral, or the proceeds thereof, as shall be necessary to cause such Benefited benefit- txx Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loans, as applicablerelevant Lenders; provided that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. Borrower agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any an- other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Lender's Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were the direct holder of such portion. The Administrative Agent shall promptly give Borrower no- txxx of any set-off; provided that the failure to give such notice shall not affect the validity of such set-off. (b) In addition to any rights and remedies of the Lenders pro- vided by law, each Lender shall have the right, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon (i) the filing of a direct petition under any of the provisions of the federal Bankruptcy Code or amendments thereto, by or against; (ii) the making of an assignment for the benefit of creditors by; (iii) the application for the appointment, or the appointment, of any re- ceiver of, or of any substantial portion of the property of; (iv) the issu- ance of any execution against any substantial portion of the property of; (v) the issuance of a subpoena or order, in supplementary proceedings, against or with respect to any substantial portion of the property of; or (vi) the issuance of a warrant of attachment against any substantial por- tion of the property of Borrower to set off and apply against any indebted- ness, whether matured or unmatured, of Borrower to such Lender, any amount owing from such Lender to Borrower, at or at any time after, the happening of any of the above mentioned events. As security for such indebtedness, Borrower hereby grants to each Lender a continuing security interest in any and all deposits, accounts or moneys of Borrower then or thereafter main- tained with such Lender, subject in each case to subsection 11.7(a) of this Agreement. The aforesaid right of set-off may, to the extent permitted by applicable law, be exercised by such Lender against Borrower or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of Bor- rower, or against anyone else claiming through or against Borrower or such Credit Party trustee in bankruptcy, debtor in possession, assignee for the amount benefit of creditors, receiver, or execution, judgment or attachment creditor, not- withstanding the fact that such right of set-off shall not have been exer- cised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition; assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify Borrower and the Administrative Agent af- ter any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such participationset-off and application. 11.8.

Adjustments; Set-off. (a) Except as otherwise set forth expressly provided herein, and subject to the provisions of subsection 2.13, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by itother Company Obligations or Additional Borrower Obligations, as applicable, then due and owing, or receive any collateral in respect thereof interest thereon (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5subsection 9(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations other Company Obligations or swingline loansAdditional Borrower Obligations, as applicable, then due and owing, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and purchase (ii) purchase for cash at face value value) from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations other Company Obligations or swingline loansAdditional Borrower Obligations, as applicable, or shall provide make such other Lenders with the benefits of any such collateral, or the proceeds thereofadjustments as shall be equitable, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with the other Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of the applicable Class and other Company Obligations or participations in letter of credit obligations or swingline loansAdditional Borrower Obligations, as applicable, owing to them; provided thatprovided, (A) however, that if any such participations are purchased and all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the interest. The provisions of this paragraph subsection shall not be construed to apply to (xi) any payment made by Holdings, the a Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, or (yii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in a Letter of Credit other Company Obligations or Swingline Loans Additional Borrower Obligations, as applicable, to any assignee Transferee, other than to a Borrower or participant or an Affiliate of a Borrower (z) any disproportionate payment obtained by a Lender as to which the provisions of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationthis subsection shall apply).

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by itReimbursement Obligations with regards to either Facility, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59.1(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender under such Facility, if any, in respect of such other Lender’s Loans of or Reimbursement Obligations under such Class Facility, or participations in letter of credit obligations or swingline loansinterest thereon, as applicableexcept to the extent specifically provided hereunder, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders under such Facility a participating interest in such portion of each such other Lender’s Loans of or Reimbursement Obligations under such Class or participations in letter of credit obligations or swingline loans, as applicableFacility, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class Lenders under such Facility; except that with respect to any Lender that is a Defaulting Lender by virtue of such Lender failing to fund its Commitment Percentage of any Loan or participations in letter Participation Obligation, such Defaulting Lender’s pro rata share of credit obligations the excess payment shall be allocated to the Lender (or swingline loansthe Lenders, as applicablepro rata) that funded such Defaulting Lender’s Commitment Percentage thereof; provided thatprovided, (A) however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdingsinterest; provided further, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such transaction is permitted hereunderGuarantor . Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do The Borrower agrees that each Lender so under Applicable Law, that any Lender acquiring purchasing a participation pursuant to the foregoing arrangements portion of another Lender’s Loans or Reimbursement Obligations may exercise against such Credit Party all rights of payment (including rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any relevant Lender (a “Benefited benefitted Lender”) shall at any time receive any payment of all or part of any of its Loans or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.58, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other relevant Lender, if any, in respect of such other relevant Lender’s Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or interest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other relevant Lenders a participating interest in such portion of each such other relevant Lender’s Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other relevant Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loans, as applicablerelevant Lenders; provided that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Borrower agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline another Lender’s Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Borrower notice of any set-off; provided that the failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth hereinAt any time that an Event of Default has occurred and is continuing, if any Lender (a “Benefited "benefited Lender”") shall at any time receive any payment of all or part of the its Loans of any Class and/or the participations in letter of credit obligations owing to it, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.58, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, Facility A Lender or Facility B Lender (any such affected Lender, Facility A Lender or Facility B Lender, hereinafter, an "Affected Lender"), if any, in respect of the Borrower's obligations owing to such other Affected Lender’s Loans of such Class , whether under this Agreement, the Facility A Credit Agreement or participations in letter of credit obligations or swingline loansFacility B Credit Agreement, as applicableincluding any interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the each other Lenders Affected Lender a participating interest in such portion of each such other Affected Lender’s 's Loans of such Class owing to it, Facility A Loans or participations in letter of credit obligations Facility A Reimbursement Obligations and/or Facility B Loans or swingline loans, as applicableFacility B Reimbursement Obligations owing to it, or shall provide such other Affected Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansAffected Lenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) unless the provisions of this paragraph shall not be construed benefited Lender is required by court order to apply to (x) any payment made by Holdingspay interest thereon, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a which case each Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect returning funds to such participation as fully as if such benefited Lender were a direct creditor shall pay its pro rata share of such Credit Party in the amount of such participationinterest.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any relevant Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of any of its Loans or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5subsection 9(f), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lenderrelevant Lender (other than in accordance with any provision hereof expressly providing for payments to be made only to an individual Lender or to the Lenders of a particular Facility), if any, in respect of such other relevant Lender’s Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other relevant Lenders a participating interest in such portion of each such other relevant Lender’s Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other relevant Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loans, as applicablerelevant Lenders; provided that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderinterest. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do agrees that each Lender so under Applicable Law, that any Lender acquiring purchasing a participation pursuant to the foregoing arrangements portion of another Lender’s Loans and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Borrowers notice of any set-off; provided that the failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “"Benefited Lender”") shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Term Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57.01(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s 's Term Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable's Term Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the interest. The foregoing provisions of this paragraph Section 8.07 shall not be construed to apply to (x) any payment payments made by Holdings, the Borrower or any other Credit Party pursuant to and applied in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for . After the assignment occurrence and during the continuance of or sale an Event of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agreesDefault, to the extent it may effectively do so under consented to by Administrative Agent, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower or any other Credit Party, any such notice being expressly waived by the Credit Parties to the extent permitted by Applicable Law, that upon any Lender acquiring a participation pursuant amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to appropriate and apply against such participation as fully as if amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender were a direct creditor or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such Credit Party in the amount of such participationset-off and application.

Adjustments; Set-off. (a) Except as otherwise set forth hereinIf an Event of Default shall have occurred and be continuing, if any each Lender, the Issuing Lender, the Swingline Lender (a “Benefited Lender”) shall and each of their respective Affiliates is hereby authorized at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant and from time to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returnedtime, 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, the Issuing Lender, the Swingline Lender or any such Affiliate to or for the credit or the account of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender, the Swingline Lender or the Issuing Lender, irrespective of whether or not such Lender, the Swingline Lender or the Issuing Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender, the Swingline Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the express terms provisions of this Agreement Section 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the other Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Credit Documents, (y) any payment obtained by a Party Obligations owing to such Defaulting Lender as consideration for to which it exercised such right of setoff. The rights of each Lender, the assignment Swingline Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Swingline Lender, the Issuing Lender or sale of a participation in any of its Loanstheir respective Affiliates may have. Each Lender, Commitments or participations in a Letter of Credit Obligations or the Swingline Loans Lender and the Issuing Lender agrees to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of notify the extension by Lenders of Borrower and the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to Administrative Agent promptly after any such extension setoff and application, provided that the failure to give such notice shall not affect the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor validity of such Credit Party in the amount of such participationsetoff and application.

Adjustments; Set-off. (a) Except as otherwise set forth hereinAt any time that an Event of Default has occurred and is continuing, if any Lender (a “Benefited "benefited Lender”") shall at any time receive any payment of all or part of its Loans or the Loans of any Class and/or the participations in letter of credit obligations Reimbursement Obligations owing to it, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.58, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, Facility B Lender or Facility C Lender (any such affected Lender, Facility B Lender or Facility C Lender hereinafter, an "Affected Lender"), if any, in respect of the Borrower's obligations owing to such other Affected Lender’s Loans of such Class , whether under this Agreement, the Facility B Credit Agreement or participations in letter of credit obligations or swingline loansFacility C Credit Agreement, as applicableincluding any interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the each other Lenders Affected Lender a participating interest in such portion of each such other Affected Lender’s 's Loans of such Class or participations in letter of credit obligations the Reimbursement Obligations owing to it, Facility B Loans or swingline loans, as applicableFacility B Reimbursement Obligations and/or Facility C Loans owing to it, or shall provide such other Affected Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansAffected Lenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) unless the provisions of this paragraph shall not be construed benefited Lender is required by court order to apply to (x) any payment made by Holdingspay interest thereon, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a which case each Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect returning funds to such participation as fully as if such benefited Lender were a direct creditor shall pay its pro rata share of such Credit Party in the amount of such participationinterest.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any relevant Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of any of its Loans or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.59, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lenderrelevant Lender (other than in accordance with any provision hereof expressly providing for such payment), if any, in respect of such other relevant Lender’s Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other relevant Lenders a participating interest in such portion of each such other relevant Lender’s Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other relevant Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loans, as applicablerelevant Lenders; provided that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderinterest. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do agrees that each Lender so under Applicable Law, that any Lender acquiring purchasing a participation pursuant to the foregoing arrangements portion of another Lender’s Loans and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give Borrower notice of any set-off; provided that the amount failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or any part of the its Loans of any Class and/or the or participations in letter of credit obligations LC Disbursements or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59.1(h) or (i), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations LC Disbursements, or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from each of the other Lenders (other than a participating interest in Defaulting Lender) such portion of each such other Lender’s Loans of such Class or and participations in letter of credit obligations or swingline loansLC Disbursements, as applicable, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders (other than a Defaulting Lender), as applicable; provided thatprovided, (A) however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest, unless the Benefited Lender is required to pay interest on such recovery to the person recovering the same, in which case with interest thereon, computed at the same rate, and (B) on the provisions same basis, as the interest that the Benefited Lender is required to pay. The Borrower agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments another Lender’s Loans or participations in a Letter LC Disbursements may exercise all rights of Credit Obligations or Swingline Loans to any assignee or participant or payment (z) any disproportionate payment obtained by a Lender including, without limitation, rights of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agreesset-off, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim not prohibited by law) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefitted Lender”) shall at any time exercise any set-off right or receive any payment of all or part of the Loans of any Class and/or the its Revolving Loans, or its participations in letter Letters of credit obligations Credit, or swingline loans held by itinterest thereon, or fees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events bankruptcy or insolvency proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans Revolving Loans, its participation in Letters of such Class Credit, or participations in letter of credit obligations interest thereon, or swingline loans, as applicablefees, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Revolving Loans of such Class or participations in letter of credit obligations or swingline loans, as applicablefees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Borrower agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower another Lender’s Loans or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a its participation in any of its Loans, Commitments or participations in a Letter Letters of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party portion, provided that, for the avoidance of doubt but subject to the foregoing provisions of this Section 12.12(a), any Lender shall have the right (without further consent of the Borrower, the Agent or any other Lender), exercisable upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set-off and appropriate and apply against any such Obligations any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof or bank controlling such Lender to or for the amount credit or the account of such participationthe Borrower.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of any Class and/or the or its participations in letter of credit obligations L/C Disbursements, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations L/C Disbursements, or swingline loans, as applicableinterest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter the Loans and participations in L/C Disbursements of credit obligations or swingline loans, as applicablethe other Lenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of the applicable Class or and participations in letter of credit obligations or swingline loansL/C Disbursements; provided, as applicable; provided thathowever, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in a Letter of Credit Obligations or Swingline Loans L/C Disbursements to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect provisions of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise expressly set forth hereinin this Agreement (including subsections 4.23, 4.24 and 11.6), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of any of its Term Loans, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59(f), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s L/C Participating Interests, Term Loans of such Class or participations in letter of credit obligations or swingline loansRevolving Credit Loans, as applicablethe case may be, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s L/C Participating Interests, Term Loans of such Class or participations in letter of credit obligations or swingline loansRevolving Credit Loans, as applicablethe case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Borrower agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline another Lender’s Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Borrower notice of any set-off, provided that the failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefitedBenefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letter of credit obligations or swingline loans Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefitedBenefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitedBenefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided thathowever, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitedBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held made by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.511.1(I)(f) or (g) hereof, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided however, that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Loan Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Senior Interim Loan Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Senior Interim Loan Commitments of that Class or any increase in the Applicable LIBOR Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Senior Interim Loan Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Loan Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of (or any Class and/or the participations in letter of credit obligations participation therein arising pursuant to subsection 11.15) then due and owing, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5subsection 8(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender (other than to the extent expressly provided herein or by court order), if any, in respect of such other Lender’s Loans of such Class (or participations in letter of credit obligations any participation therein arising pursuant to subsection 11.15) then due and owing, or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest; and (B) provided further that in the provisions event that any Defaulting Lender shall exercise any such right of this paragraph shall not be construed to apply to setoff, (x) any payment made by Holdings, all amounts so set off shall be paid over immediately to the Borrower or any other Credit Party pursuant to and Administrative Agent for further application in accordance with the express terms provisions of this Agreement subsection 2.6 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 other Credit DocumentsLenders, and (y) any payment obtained by the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as consideration for the assignment to which it exercised such right of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationsetoff.

Adjustments; Set-off. (a) Except as otherwise set forth hereinto the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited Benefitted Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.58(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) interest; provided further that no amount received from any Loan Party shall be applied to any Excluded Swap Obligation of such Loan Party; provided further that the provisions of this paragraph shall not be construed to apply to (xv) any payment or prepayment made by Holdings, or on behalf of the Borrower or any other Credit Loan Party pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender), (yw) the application of cash collateral supporting Letters of Credit and Institutional Letters of Credit from time to time (including the application of funds arising from the existence of a Defaulting Lender), (x) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in a Letter Letters of Credit Obligations or Swingline Loans to any assignee or participant or the termination of any Lender’s commitment and non-pro rata repayment of Loans pursuant to Section 2.22, (y) transactions in connection with an open market purchase or a Dutch Auction, or (z) any disproportionate payment obtained by in connection with a Lender transaction pursuant to an Extension Offer, Refinancing Amendment or Incremental Facility Amendment or amendment in connection with a Permitted Refinancing, or Indebtedness incurred pursuant to Section 10.6. For the avoidance of any Class as a result doubt, this Section shall not limit the ability of Holdings, the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class Borrower or any increase in the Applicable Margin Restricted Subsidiary to (or other pricing term, including any fee, discount or premiumi) in respect of purchase and retire Term Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off an open market purchase or a Dutch Auction or (ii) pay principal, fees, premiums and counterclaim interest with respect to such participation Refinancing Revolving Loans, Refinancing Term Loans, Refinanced Tranche B Term Loans, Incremental Revolving Loans or Incremental Term Loans following the effectiveness of any Refinancing Amendment, any Extension Offer or Incremental Facility Amendment or exchange, as fully as if such Lender were applicable, on a direct creditor basis different from the Loans of such Credit Party in the amount of Class that will continue to be held by Lenders that were not Extending Lenders or Lenders pursuant to such participationIncremental Facility Amendment, as applicable.

Adjustments; Set-off. (a) Except as contemplated in Section 13.6 or otherwise set forth hereincontemplated by other provisions of this Agreement from time to time (that expressly provide that this Section 13.8 does not apply thereto), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (By) the provisions of this paragraph clause (a) shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and Agreement, any structuring, consent, arrangement or similar financing fees (whether or not offered ratably to all of the other Credit Documents, (yLenders) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationassignment itself).

Adjustments; Set-off. (a) Except (x) to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility (or provides for the application of funds arising from the existence of a Defaulting Lender) or (y) to the extent any payment is obtained by a Lender as otherwise set forth hereinconsideration for the assignment of or sale of a participation in any of its Loans or L/C Disbursements to any Assignee or Participant (other than to the Company or any Restricted Subsidiary thereof, except pursuant to Section 10.06(k)), if any Lender (a “Benefited Benefitted Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in Section 11.5paragraph (f) of Article 8, or otherwise), in a proportion greater proportion than its pro rata share of any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableObligations, such Benefited Benefitted Lender shall (i) notify the Administrative Agent and each other Lender of the receipt of such fact, payment and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableObligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderinterest. Each Credit Party Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Applicable Law, agrees that any Lender acquiring holding a participation pursuant in a Lender’s Obligations deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and counterclaim with respect to such participation setoff as set forth in clause (b) below by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to such Credit Party Borrower in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letter of credit obligations or swingline loans Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided however, that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or 715000788 12406500715000788 12406500 141 any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited "benefitted Lender”") (i) shall at any time prior to any date on which the Commitments are terminated and the Loans become due and payable pursuant to Section 11 (an "Acceleration") receive any payment of all or part of the Loans its Extensions of Credit made by it to any Class and/or the participations in letter of credit obligations Borrower, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans 's Extensions of Credit made by it to such Class Borrower, or participations interest thereon (in letter each case except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility) or (ii) shall at any time after an Acceleration receive any payment of credit obligations all or swingline loanspart of the aggregate amount of the Extensions of Credit made by such benefitted Lender to all Borrowers, as applicableor interest thereon, or receive any collateral in respect thereof (whether voluntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11(f), or otherwise), in a greater proportion than any such Benefited payment or collateral received by any other Lender, if any, in respect by the aggregate amount of the Extensions of Credit made by such Lender shall to all Borrowers, or interest thereon, then, in each case described in the foregoing clauses (i) notify the Administrative Agent of such fact, and (ii) ), such benefitted Lender shall purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans 's Extensions of such Class or participations in letter of credit obligations or swingline loans, as applicableCredit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class Lenders (to the extent required by the foregoing clause (i) or participations in letter of credit obligations or swingline loans(ii), as applicable); provided thatprovided, (A) however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Tranche A Exposure or swingline loans held by itTranche B Exposure, as applicable, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5Article VIII(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Tranche A Exposure or participations in letter of credit obligations or swingline loansTranche B Exposure, as applicable, or interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class Tranche A Exposure or participations in letter of credit obligations or swingline loansTranche B Exposure, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loans, as applicableLenders; provided that, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the any Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Revolving Credit Loans or Competitive Loans or participations in a Letter respect of Letters of Credit Obligations or Swingline Loans to any assignee or participant or (z) participant, other than to any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect provisions of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationthis paragraph shall apply).

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (for purposes of this sentence, a “Benefited "Benefitted Lender”") shall at any time prior to any date on which the Commitments are terminated and the Loans or Reimbursement Obligations become due and payable pursuant to Section 10 (an "Acceleration") receive any payment of all or part of the Loans Extensions of Credit made by such Benefitted Lender to any Class and/or the participations in letter of credit obligations Borrower, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans 's Extensions of Credit made by it to such Class Borrower, or participations interest thereon (in letter of credit obligations or swingline loans, as applicable, each case except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility) then such Benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans 's Extensions of Credit to such Class or participations in letter of credit obligations or swingline loans, as applicableBorrower, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class Lenders ratably (based upon the respective aggregate Commitments and Extensions of Credit to such Borrower immediately prior to receipt by such Benefitted Lender of such payment or participations in letter of credit obligations or swingline loanscollateral); provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph interest. If any Benefitted Lender shall not be construed to apply to (x) at any time after an Acceleration receive any payment of all or part of the aggregate amount of the Extensions of Credit made by Holdingssuch Benefitted Lender to all Borrowers, or interest thereon, or receive any collateral in respect thereof (whether voluntarily, by set-off, pursuant to events or proceedings of the Borrower nature referred to in Section 10(f), or otherwise), in a greater proportion than any such payment or collateral received by any other Lender, if any, in respect by the aggregate amount of the Extensions of Credit made by such Lender to all Borrowers, or interest thereon, then such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Extensions of Credit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds with each of the Lenders ratably (based upon the respective Aggregate Exposure Percentages of the Lenders immediately prior to receipt by such Benefitted Lender of such payment or collateral); provided, however, that if all or any other Credit Party pursuant to and in accordance with the express terms portion of this Agreement such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing purchase price and agreesbenefits returned, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationrecovery, but without interest.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of any Class and/or the or its participations in letter of credit obligations L/C Disbursements or swingline loans held by itSwing Line Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations L/C Disbursements or swingline loansSwing Line Loans, as applicableor interest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion of each such other Lender’s the Loans and participations in L/C Disbursements and Swing Line Loans of such Class or participations in letter of credit obligations or swingline loans, as applicablethe other Lenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of the applicable Class or and participations in letter of credit obligations or swingline loansL/C Disbursements and Swing Line Loans; provided, as applicable; provided thathowever, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in a Letter of Credit Obligations or Swingline Loans L/C Disbursements to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect provisions of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held made by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.511.1(I)(g) or (h) hereof, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided however, that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Loan Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable LIBOR Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Loan Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth hereinto the extent that this Agreement, any other Loan Document or a court order expressly provides for payments to be allocated to a particular DSRA L/C Issuing Bank or Lender or to the DSRA L/C Issuing Banks or Lenders under a particular Facility, if any DSRA L/C Issuing Bank or any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations Obligations owing to it (other than in letter of credit obligations or swingline loans held by itconnection with an assignment made pursuant to Section 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.58(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other DSRA L/C Issuing Bank or Lender, if any, in respect of the Obligations owing to such other DSRA L/C Issuing Bank or Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other DSRA L/C Issuing Banks and Lenders a participating interest in such portion of the Obligations owing to each such other DSRA L/C Issuing Bank or Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other DSRA L/C Issuing Banks or Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansDSRA L/C Issuing Banks and Lenders; provided, as applicable; provided that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest.

Adjustments; Set-off. (a) Except as otherwise set forth hereinto the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited Benefitted Lender”) shall shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 8.1, receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.58.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loans, as applicableLenders; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest. In addition to any rights and remedies of the Lenders and L/C Issuer provided by law, each Lender and the L/C Issuer shall have the right, after the occurrence and during the continuance of an Event of Default, without prior notice to Holdings or the Borrower, any such notice being expressly waived by Holdings and the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Borrower hereunder (B) whether at the provisions stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or L/C Issuer or any branch or agency thereof to or for the credit or the account of this paragraph Holdings or the Borrower, as the case may be provided, that in the event that any Defaulting Lender shall not be construed to apply to exercise any such right of setoff, (x) any payment made by Holdings, all amounts so set off shall be paid over immediately to the Borrower or any other Credit Party pursuant to and Administrative Agent for further application in accordance with the express terms provisions of this Agreement Section 2.21 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 other Credit DocumentsLenders, and (y) any payment obtained by the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as consideration for the assignment to which it exercised such right of setoff. No Lender or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to L/C Issuer shall exercise any such extension to right of setoff without the extent such transaction is permitted hereunderprior consent of Administrative Agent or Required Lenders. Each Credit Party consents Lender agrees promptly to notify the foregoing Borrower and agrees, the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor validity of such Credit Party in the amount of such participationsetoff and application.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letters of credit obligations or swingline loans Credit held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided however, that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth hereinto the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited "Benefitted Lender”") shall shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 8, receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.58(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest. In addition to any rights and (B) remedies of the provisions of this paragraph Lenders provided by law, each Lender shall not be construed have the right, unless they have agreed to apply the contrary, without prior notice to (x) Holdings or the Borrower, any payment made such notice being expressly waived by Holdings, Holdings and the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such transaction is permitted hereunderamount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of Holdings or the Borrower, as the case may be. Each Credit Party consents Lender agrees promptly to notify the foregoing Borrower and agreesthe Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor validity of such Credit Party in the amount of such participationsetoff and application.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Applicable Law, each Lender, the Swingline Lender and each Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by Applicable Law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to setoff and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender and each Letter of Credit Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Person; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter of Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other Credit Party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent. -251- #96562806v11

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender Bank (a “Benefited Lender”"BENEFITTED BANK") shall at any time receive any payment of all or part of any of its Revolving Credit Loans (other than payment of Swing Line Loans or Bid Loans) or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.58, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other LenderBank, if any, in respect of such other Lender’s Bank's Revolving Credit Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or interest thereon, such Benefited Lender benefitted Bank shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in Banks such portion of each such other Lender’s Bank's Revolving Credit Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans Commitment Percentages with each of the applicable Class or participations in letter of credit obligations or swingline loansBanks; PROVIDED, as applicable; provided thatHOWEVER, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Bank so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline another Bank's Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender Bank were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, PROVIDED that the failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth hereinto the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “"Benefited Lender”") shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.58(f), or otherwise) or any proceeds from Collateral (whether pursuant to the exercise of the rights of any Secured Party under the Security Agreements or under law or otherwise), in a greater proportion than any such payment to or collateral or proceeds of Collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or payment, benefits of such collateral or proceeds from Collateral ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits or 121 proceeds is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the interest. The provisions of this paragraph shall not be construed are intended to apply to (x) any payment made all Lenders and to all payments, Collateral or proceeds of Collateral received by Holdings, such Lenders in respect of the Obligations of the Borrower or any other Credit Party pursuant to and in accordance with the express terms CERI hereunder regardless of this Agreement and the other Credit Documentswhether such payment, (y) any payment obtained collateral or proceeds from Collateral received by a such Benefited Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained were received by a such Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender the Obligations of the Borrower or of CERI and regardless of whether the collateral or proceeds of Collateral were a direct creditor of such pledged to secure the Canadian Revolving Credit Party in Facility or the amount of such participationUS Revolving Credit Facility and the Term Loan Facilities.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (for purposes of this -------------------- sentence, a “Benefited "Benefitted Lender”") shall at any time prior to any date on which ----------------- the Commitments are terminated and the Loans, Reimbursement Obligations or Acceptance Reimbursement Obligations become due and payable pursuant to Section 13 (an "Acceleration") receive any payment of all or part of the Loans Extensions of ------------ Credit made by such Benefitted Lender to any Class and/or the participations in letter of credit obligations Borrower, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans 's Extensions of Credit made by it to such Class Borrower, or participations interest thereon (in letter of credit obligations or swingline loans, as applicable, each case except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility) then such Benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans 's Extensions of such Class or participations in letter of credit obligations or swingline loans, as applicableCredit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class Lenders ratably (based upon the respective Aggregate Exposure Percentages of the Lenders immediately prior to receipt by such Benefitted Lender of such payment or participations in letter of credit obligations or swingline loanscollateral); provided, as applicable; provided thathowever, (A) that if all or any portion of such excess -------- ------- payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and interest. Except as provided with respect to the Tranche C Term Loans in Section 15.18, if any Lender (B) the provisions for purposes of this paragraph sentence, a "Benefitted Lender") shall not be construed to apply to (x) at any time after an ----------------- Acceleration receive any payment of all or part of the aggregate amount of the Extensions of Credit made by Holdingssuch Benefitted Lender to all Borrowers, or interest thereon, or receive any collateral in respect thereof (whether voluntarily, by set-off, pursuant to events or proceedings of the Borrower nature referred to in Section 13(f), or otherwise), in a greater proportion than any such payment or collateral received by any other Lender, if any, in respect by the aggregate amount of the Extensions of Credit made by such Lender to all Borrowers, or interest thereon, then such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Extensions of Credit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds with each of the Lenders ratably (based upon the respective Aggregate Exposure Percentages of the Lenders immediately prior to receipt by such Benefitted Lender of such payment or collateral); provided, however, that if all or any other Credit Party pursuant to and in accordance with the express terms portion of this Agreement such excess payment or benefits -------- ------- is thereafter recovered 139 from such Benefitted Lender, such purchase shall be rescinded, and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing purchase price and agreesbenefits returned, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationrecovery, but without interest.

Adjustments; Set-off. (a) Except as otherwise set forth contemplated in Section 13.6 or elsewhere herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and interest. For purposes of subclause (Bii)(a) of the provisions definition of this paragraph shall not be construed to apply to (x) any payment made by Holdings“Excluded Taxes”, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring acquires a participation pursuant to this Section 13.8 shall be treated as having acquired such participation on the foregoing arrangements may exercise against date(s) on which such Xxxxxx acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Credit Party rights Parties but with the prior consent of the Administrative Agent, any such notice being expressly waived by the Credit Parties to the extent permitted by applicable law, upon any amount becoming due and payable by the Credit Parties hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and counterclaim with respect to appropriate and apply against such participation as fully as if amount any and all deposits (general or special, time or demand, provisional or final) (other than payroll, trust, tax, fiduciary, and xxxxx cash accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender were a direct creditor or any branch or agency thereof to or for the credit or the account of the Credit Parties. Each Lender agrees promptly to notify the Credit Parties and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such Credit Party in the amount of such participation.set-off and application. 13.9

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of any Class and/or the or its participations in letter of credit obligations L/C Disbursements, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations L/C Disbursements, or swingline loans, as applicableinterest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter the Loans and participations in L/C Disbursements of credit obligations or swingline loans, as applicablethe other Lenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of the applicable Class or and participations in letter of credit obligations or swingline loansL/C Disbursements; provided, as applicable; provided thathowever, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in a Letter of Credit Obligations or Swingline Loans L/C Disbursements to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect provisions of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held made by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.512.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided however, that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth hereinAt any time that an Event of Default has occurred and is continuing, if any Lender (a “Benefited "benefited Lender”") shall at any time receive any payment of all or part of its Loans or the Loans of any Class and/or the participations in letter of credit obligations Reimbursement Obligations owing to it, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.58, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, Facility B Lender or Facility C Lender (if Facility C exists) (any such affected Lender, Facility B Lender or Facility C Lender (if Facility C exists) hereinafter, an "Affected Lender"), if any, in respect of the Borrower's obligations owing to such other Affected Lender’s Loans of such Class , whether under this Agreement, the Facility B Credit Agreement or participations in letter of credit obligations or swingline loansFacility C Credit Agreement (if Facility C exists), as applicableincluding any interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the each other Lenders Affected Lender a participating interest in such portion of each such other Affected Lender’s 's Loans of such Class or participations in letter of credit obligations the Reimbursement Obligations owing to it, Facility B Loans or swingline loans, as applicableFacility B Reimbursement Obligations and/or Facility C Loans or Facility C Reimbursement Obligations (if Facility C exists) owing to it, or shall provide such other Affected Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansAffected Lenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) unless the provisions of this paragraph shall not be construed benefited Lender is required by court order to apply to (x) any payment made by Holdingspay interest thereon, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a which case each Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect returning funds to such participation as fully as if such benefited Lender were a direct creditor shall pay its pro rata share of such Credit Party in the amount of such participationinterest.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5‎11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letters of credit obligations or swingline loans Credit held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than such Benefited Lender is entitled to pursuant to the Credit Documents (pursuant to the payment priorities set forth in the last paragraph of Article XI) with respect to any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loans, as applicableand other amounts owing them; provided that, but (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party Debtor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant Participant or (z3) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party Debtor consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party Debtor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party Debtor in the amount of such participation.. 122

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of any Class and/or the or its participations in letter of credit obligations L/C Disbursements or swingline loans held by itSwing Line Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations L/C Disbursements or swingline loansSwing Line Loans, as applicableor interest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion of each such other Lender’s the Loans and participations in L/C Disbursements and Swing Line Loans of such Class or participations in letter of credit obligations or swingline loans, as applicablethe other Lenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of the applicable Class or and participations in letter of credit obligations or swingline loansL/C Disbursements and Swing Line Loans; provided, as applicable; provided thathowever, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in a Letter of Credit Obligations or Swingline Loans L/C Disbursements to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect provisions of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited "benefited Lender”") shall at any time receive any payment of all or part of its Loans or the Loans of any Class and/or the participations in letter of credit obligations Reimbursement Obligations owing to it, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.58, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender or Facility B Lender (any such affected Lender or Facility B Lender, hereinafter, an "Affected Lender"), if any, in respect of the Borrower's obligations owing to such other Affected Lender’s Loans of such Class , whether under this Agreement or participations in letter of credit obligations or swingline loansthe Facility B Credit Agreement, as applicableincluding any interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the each other Lenders Affected Lender a participating interest in such portion of each such other Affected Lender’s 's Loans of such Class or participations in letter of credit obligations the Reimbursement Obligations owing to it and/or Facility B Loans or swingline loans, as applicableFacility B Reimbursement Obligations owing to it, or shall provide such other Affected Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansAffected Lenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest.

Adjustments; Set-off. (a) Except as otherwise expressly set forth hereinin this Agreement (including Sections 4.23, 4.24 and 11.6), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of any of its Loans, the Loans of any Class and/or the participations Protective Advances or LC Disbursements, or in letter of credit obligations or swingline loans held by iteach case, interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59(f), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, the Protective Advances or participations LC Disbursements, or in letter of credit obligations or swingline loanseach case, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations Loans, interests in letter of credit obligations or swingline loans, as applicableProtective Advances and/or LC Disbursements, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Borrowers agree that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its another Lender’s Loans, Commitments or participations interests in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 Protective Advances and/or LC Disbursements may exercise against such Credit Party all rights of payment (including rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Borrower Agent notice of any set-off, provided that the failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, 10.01(h) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided that, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (By) the provisions of this paragraph Section shall not be construed to apply to (xA) any payment made by Holdings, or on behalf of the Borrower or any other Credit Party Borrowers pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documents, application of funds arising from the existence of a Defaulting Lender) or (yB) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (zas to which the provisions of this Section shall apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (1) any disproportionate payment obtained all amounts so set-off shall be paid over immediately to the 144 Administrative Agent for further application in accordance with the provisions of Section 2.05(d) and, pending such payment, shall be segregated by a such Defaulting Lender of any Class as a result from its other funds and deemed held in trust for the benefit of the extension by Lenders of Administrative Agent and the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in Lenders, and (2) the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension Defaulting Lender shall provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Obligations owing to such transaction is permitted hereunderDefaulting Lender as to which it exercised such right of set-off. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth hereinto the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, (i) except to the extent that the Loan Documents provide that only the Tranche B Term Loans shall be secured by the Mortgaged Property of the Primary Borrower or any Subsidiary thereof located in the State of New York (the "NEW YORK COLLATERAL"), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.511(g), (h) or (i), or otherwise), in a greater proportion than any such payment to or collateral Collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans of such Class , or participations in letter of credit obligations or swingline loans(ii) if, as applicablea result of any exercise of rights and remedies with respect to the New York Collateral, any Lender holding a Tranche B Term Loan shall at any time receive any payment of all or part of the Obligations owing to it (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11(g), (h) or (i), or otherwise), in a greater proportion than any such payment to any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefited benefitted Lender shall (each benefitted Lender referred to in clauses (i) notify the Administrative Agent of such fact, and (ii) above, a "BENEFITTED LENDER") shall purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral Collateral, or the proceeds thereof, ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; PROVIDED, as applicable; provided thatHOWEVER, (A) that if all or any portion of such excess payment payment, benefits or benefits proceeds is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest.

Adjustments; Set-off. (a) Except Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as otherwise set forth hereinopposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) or 9.21, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owed to such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply), made pursuant to and in accordance with the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect express provisions of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Applicable Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were Lxxxxx had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation.. 135

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of any of its Loans or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.59, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class L/C Participating Interests or participations in letter of credit obligations or swingline loansLoans, as applicablethe case may be, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class L/C Participating Interests or participations in letter of credit obligations or swingline loansLoans, as applicablethe case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline another Lender’s Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “"Benefited Lender”") shall at any time receive any payment of all or part of the its Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s 's Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicablethe Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansLoans; provided, as applicable; provided thathowever, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such Benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect provisions of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”"BENEFITTED LENDER") shall at any time receive any payment of all or part of any of its Term Loans, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.59, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s 's Term Loans, Revolving Credit Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or interest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s 's Term Loans, Revolving Credit Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; PROVIDED, as applicable; provided thatHOWEVER, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline another Lender's Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, PROVIDED that the failure to give such notice shall not affect the validity of such participationset-off.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Borrowers agree that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 another Lender’s Loan may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party portion. In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrowers, any such notice being expressly waived by the Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the amount credit or the account of the Borrowers. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such participation.set-off and application,

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class 's Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be 75 82 rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest. (b) In addition to any rights and (B) remedies of the provisions of this paragraph Lenders provided by law, each Lender shall not be construed have the right, without prior notice to apply to (x) the Borrower, any payment made such notice being expressly waived by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agreesamount, to the extent it may effectively do so under Applicable Lawpermitted by applicable law, that any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender acquiring a participation pursuant or any branch or agency thereof to or for the foregoing arrangements may exercise against credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such Credit Party rights of set-off and counterclaim with respect application made by such Lender, provided that, to the extent permitted by applicable law, the failure to give such participation as fully as if such Lender were a direct creditor notice shall not affect the validity of such Credit Party in the amount of such participation.set-off and application. 12.8

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans of any Class and/or made by it, or the participations in letter Letter of credit obligations or swingline loans Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans of such Class Loans, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loansand other amounts owing them; provided, as applicable; provided however, that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such 117 purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x1) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, Documents or (y2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans Drawings to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderparticipant. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans principal amount of any Class of its Revolving Credit Loans, Term Loans, Additional/Replacement Revolving Credit Loans and/or the participations in letter of credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), resulting in such Lender receiving payment of a greater proportion than any such payment to or collateral received by any other Lenderof the aggregate amount at the Revolving Credit Loans, if anyTerm Loans, in respect of such other Lender’s Additional/Replacement Revolving Credit Loans of such Class or and/or participations in letter of credit obligations or swingline loans, as applicableloans and accrued interest thereon than the proportion received by any other Lender that is entitled thereto, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Revolving Credit Loans, Term Loans, Additional/Replacement Revolving Credit Loans of such Class or and/or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Revolving Credit Loans, Term Loans, Additional/Replacement Revolving Credit Loans of the applicable Class or and/or participations in letter of credit obligations or swingline loans, as applicableapplicable and other amounts owing them; provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations Borrowing or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderextension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.. 219

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans or the Loans of Reimbursement Obligations owing to it (or any Class and/or the participations in letter of credit obligations participation therein arising pursuant to subsection 13.15) then due and owing, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5subsection 10(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender (other than to the extent expressly provided herein or by court order), if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations the Reimbursement Obligations owing to it (or swingline loansany participation therein arising pursuant to subsection 13.15) then due and owing, as applicableor interest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class Loan or participations in letter of credit obligations or swingline loans, as applicablethe Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest; and (B) provided further that in the provisions event that any Defaulting Lender shall exercise any such right of this paragraph shall not be construed to apply to setoff, (x) any payment made by Holdings, all amounts so set off shall be paid over immediately to the Borrower or any other Credit Party pursuant to and Administrative Agent for further application in accordance with the express terms provisions of this Agreement subsection 2.22 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 other Credit DocumentsLenders, and (y) any payment obtained by the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as consideration for the assignment to which it exercised such right of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationsetoff.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510.01(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided that, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (By) the provisions of this paragraph Section shall not be construed to apply to (xA) any payment made by Holdings, or on behalf of the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender), (yB) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in a Letter of Credit Obligations or Swingline Loans Participations to any assignee or participant or Participant (zas to which the provisions of this Section shall apply). 140 Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (1) any disproportionate payment obtained all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by a such Defaulting Lender of any Class as a result from its other funds and deemed held in trust for the benefit of the extension by Lenders Agent, the Letter of Credit Issuer and the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in Lenders, and (2) the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension Defaulting Lender shall provide promptly to the extent Agent a statement describing in reasonable detail the Obligations owing to such transaction is permitted hereunderDefaulting Lender as to which it exercised such right of setoff. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited "benefitted Lender”") shall at any time shall receive from either Borrower or any Guarantor any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations Loans or swingline loans held by itL/C Reimbursement Obligations, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, 9(f) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s 's Loans or L/C Reimbursement Obligations of such Class Class, or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in which hold Loans or L/C Reimbursement Obligations of such Class such portion of each such other Lender’s 's Loans or L/C Reimbursement Obligations of such Class or participations in letter of credit obligations or swingline loans, as applicableClass, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of such other Lenders; provided, however, that if, at the aggregate principal of their respective Loans time of the applicable Class receipt by the benefitted Lender of such payment or participations collateral, amounts shall be then due and unpaid in letter respect of credit obligations more than one Class, the sharing described in this subsection shall include all Classes with respect to which amounts are then due and unpaid (provided that in no event shall any such sharing which shall occur prior to the date upon which the Loans shall have become due and payable (whether at the stated maturity, by acceleration or swingline loans, as applicable; provided thatotherwise) be effected (i) among Classes in respect of which the obligors are not the same Borrower, (Aii) by the Canadian Term Loan Lenders with any other Class in respect of which the obligor is the Canadian Borrower or (iii) which would result in any Canadian Term Loan Lender receiving amounts in excess of the limits imposed by subsection 4.3(f)(iii)); and provided, further, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunderinterest. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do Borrower agrees that each Lender so under Applicable Law, that any Lender acquiring purchasing a participation pursuant to the foregoing arrangements portion of another Lender's Loan may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participation.portion. 107 101

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited "benefitted Lender”") (i) shall at any time prior to any date on which the Commitments are terminated and the Loans become due and payable pursuant to Section 11 (an "Acceleration") receive any payment of all or part of the Loans its Extensions of Credit made by it to any Class and/or the participations in letter of credit obligations Borrower, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans 's Extensions of Credit made by it to such Class Borrower, or participations interest thereon (in letter each case except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility) or (ii) shall at any time after an Acceleration receive any payment of credit obligations all or swingline loanspart of the aggregate amount of the Extensions of Credit made by such benefitted Lender to all Borrowers, as applicableor interest thereon, or receive any 117 collateral in respect thereof (whether voluntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11(f), or otherwise), in a greater proportion than any such Benefited payment or collateral received by any other Lender, if any, in respect by the aggregate amount of the Extensions of Credit made by such Lender shall to all Borrowers, or interest thereon, then, in each case described in the foregoing clauses (i) notify the Administrative Agent of such fact, and (ii) ), such benefitted Lender shall purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans 's Extensions of such Class or participations in letter of credit obligations or swingline loans, as applicableCredit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class Lenders (to the extent required by the foregoing clause (i) or participations in letter of credit obligations or swingline loans(ii), as applicable); provided thatprovided, (A) however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by itClass, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableClass, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableClass, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loans, as applicableClass; provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments = of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth expressly provided herein, and subject to the provisions of subsection 2.12, the provisions of the Collateral Documents and the right of the Secured Parties to receive payments out of proceeds realized from the exercise of remedies in respect of the Collateral, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the its Loans of any Class and/or the participations in letter of credit obligations to a Borrower or swingline loans held by itother Company Obligations or Additional Borrower Obligations, as applicable, then due and owing, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5subsection 10(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of to such Class Borrower or participations in letter of credit obligations other Company Obligations or swingline loansAdditional Borrower Obligations, as applicable, then due and owing, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and purchase (ii) purchase for cash at face value value) from the other Lenders a participating interest in such portion of each such other Lender’s Loans of to such Class Borrower or participations in letter of credit obligations other Company Obligations or swingline loansAdditional Borrower Obligations, as applicable, or shall provide make such other Lenders with the benefits of any such collateral, or the proceeds thereofadjustments as shall be equitable, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably by the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of the applicable Class to such Borrower and other Company Obligations or participations in letter of credit obligations or swingline loansAdditional Borrower Obligations, as applicable, owing to them; provided thatprovided, (A) however, that if any such participations are purchased and all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest; and (B) the provisions of this paragraph subsection shall not be construed to apply to (x) any payment made by Holdings, the such Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans to such Borrower or participations in a Letter of Credit other Company Obligations or Swingline Loans Additional Borrower Obligations, as applicable, to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or Transferee, other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension than to the extent such transaction is permitted hereunder. Each Credit Party consents applicable Borrower (as to which the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights provisions of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationthis subsection shall apply).

Adjustments; Set-off. (a) Except as otherwise set forth hereinto the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited Benefitted Lender”) shall shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 8, receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.58.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest. (b) In addition to any rights and (B) remedies of the provisions of this paragraph Lenders provided by law, each Lender shall not be construed have the right, without prior notice to apply to (x) the Borrower, any payment made such notice being expressly waived by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent permitted by applicable law, upon the occurrence and during the Continuance of an Event of Default, to set off and appropriate and apply against such transaction is permitted hereunder. Each Credit Party consents amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the foregoing and agreescredit or the account of the Borrower, as the case may be, provided that to the extent it may effectively do so under Applicable Lawprohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amount received from, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of or set-off and counterclaim with respect to, any Subsidiary Guarantor shall be applied to such participation as fully as if such Lender were a direct creditor any Excluded Swap Obligation of such Credit Party in the amount of such participation.Subsidiary Guarantor. Each Lender agrees promptly to notify the

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations its Loans, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510.01(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableinterest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicableLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loansLenders; provided, as applicable; provided that, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (By) the provisions of this paragraph Section shall not be construed to apply to (xA) any payment made by Holdings, or on behalf of the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documents, application of funds arising from the existence of a Defaulting Lender) or (yB) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (zas to which the provisions of this Section shall apply). 121 Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (1) any disproportionate payment obtained all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.05(d) and, pending such payment, shall be segregated by a such Defaulting Lender of any Class as a result from its other funds and deemed held in trust for the benefit of the extension by Lenders of Administrative Agent and the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in Lenders, and (2) the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension Defaulting Lender shall provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Obligations owing to such transaction is permitted hereunderDefaulting Lender as to which it exercised such right of setoff. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (for purposes of this sentence, a “Benefited Lender”) shall at any time after the Second Restatement Effective Date, but prior to any date on which the Loans become due and payable pursuant to Section 13 (an “Acceleration”) receive any payment of all or part of the Loans Extensions of any Class and/or Credit made by such Benefited Lender to the participations in letter of credit obligations Borrower, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans Extensions of such Class Credit made by it to the Borrower, or participations interest thereon (in letter of credit obligations or swingline loans, as applicable, each case except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility) then such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans Extensions of such Class or participations in letter of credit obligations or swingline loans, as applicableCredit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class Lenders ratably (based upon the respective Aggregate Exposure Percentages of the Lenders immediately prior to receipt by such Benefited Lender of such payment or participations in letter of credit obligations or swingline loanscollateral); provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and interest. If any Lender (B) the provisions for purposes of this paragraph sentence, a “Benefited Lender”) shall not be construed to apply to (x) at any time after an Acceleration receive any payment of all or part of the aggregate amount of the Extensions of Credit made by Holdingssuch Benefited Lender to the Borrower, or interest thereon, or receive any collateral in respect thereof (whether voluntarily, by set-off, pursuant to events or proceedings of the Borrower nature referred to in Section 13(f), or otherwise), in a greater proportion than any such payment or collateral received by any other Lender, if any, in respect by the aggregate amount of the Extensions of Credit made by such Lender to the Borrower, or interest thereon, then such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Extensions of Credit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds with each of the Lenders ratably (based upon the respective Aggregate Exposure Percentages of the Lenders immediately prior to receipt by such Benefited Lender of such payment or collateral); provided, however, that if all or any other Credit Party pursuant to and in accordance with the express terms portion of this Agreement such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing purchase price and agreesbenefits returned, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationrecovery, but without interest.

Adjustments; Set-off. (a) Except as otherwise set forth herein, if If any Lender (a “Benefited "benefitted Lender”") -------------------- ----------------- shall at any time receive any payment of all or part of its Revolving Credit Loans, Acceptance Reimbursement Obligations or the Loans of any Class and/or the participations in letter of credit obligations Reimbursement Obligations owing to it, or swingline loans held by itinterest thereon, or receive any collateral (including, without limitation, any Bank Act Security) in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class 's Revolving Credit Loans, Acceptance Reimbursement Obligations or participations in letter of credit obligations or swingline loansthe Reimbursement Obligations, as applicablethe case may be, owing to it, or interest thereon, such Benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest (except that, in the case of any Bank Act Security, such benefitted Lenders shall instead so purchase an assignment) in such portion of each such other Lender’s Loans of such Class 's Revolving Credit Loans, Acceptance Reimbursement Obligations or participations in letter of credit obligations or swingline loansthe Reimbursement Obligations, as applicablethe case may be, owing to it or (other than with respect to Bank Act Security provided to it hereunder), shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class or participations in letter of credit obligations or swingline loans135 Lenders; provided, as applicable; provided thathowever, (A) that if all or any portion of such excess payment or -------- ------- benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest.

Adjustments; Set-off. (a) Except If any relevant U.S. Lender or Canadian Lender, as otherwise set forth herein, if any Lender applicable (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of any of its Loans or L/C Participating Interests, as the Loans of any Class and/or the participations in letter of credit obligations case may be, or swingline loans held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.510, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other relevant U.S. Lender or Canadian Lender, as applicable, if any, in respect of such other relevant Lender’s 's Loans of or L/C Participating Interests, as the case may be, or interest thereon, in each case except as otherwise contemplated by this Agreement such Class benefitted Lender shall purchase for cash from the other relevant U.S. Lenders or participations in letter of credit obligations or swingline loansCanadian Lenders, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other relevant Lender’s 's Loans of such Class or participations in letter of credit obligations or swingline loansL/C Participating Interests, as applicablethe case may be, or shall provide such other relevant Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans each of the applicable Class relevant U.S. Lenders or participations in letter of credit obligations or swingline loansCanadian Lenders, as applicable; provided that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and interest. Subject to paragraph (Bb) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Holdingssubsection 12.7, the Borrower or any other Credit Party pursuant to and in accordance with the express terms Borrowing Parties agree that each Lender so purchasing a portion of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations or Swingline another Lender's Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party 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 and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit portion. The Applicable Administrative Agent shall promptly give the applicable Borrowing Party in notice of any set-off; provided that the amount failure to give such notice shall not affect the validity of such participationset-off.