Common use of Adjustments; Set-off Clause in Contracts

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if any Bank (a “Benefitted Bank”) shall at any time receive any payment of all or part of its Loans owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offset, pursuant to events or proceedings of the nature referred to in subsection 8.1(f), or otherwise) in a greater proportion than any such payment to and collateral received by any other Bank, if any, in respect of such other Bank’s Loans owing to it, or interest thereon, such Benefitted Bank shall purchase for cash from the other Banks such portion of each such other Bank’s Loans then owing to it, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks provided by law, at any time when an Event of Default is in existence, each Bank shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon any amount becoming due and payable by the Company 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 Bank, its Affiliates or any branch or agency thereof to or for the credit or the account of the Company, as the case may be. Each Bank agrees promptly to notify the Company and the Agent after any such setoff and application made by such Bank; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted Bank”"Benefited Lender") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to it, or interest thereonLender's Obligations, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then owing to itLender's Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrowers, any such notice being expressly waived by the Company Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by the Company 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrowers. Each Bank Lender agrees promptly to notify promptly the Company Borrowers and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to it, or interest thereonObligations, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itObligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon the occurrence and during the continuance of any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise)Event of Default, to set off and appropriate and apply against any amount becoming due and payable by the Borrower hereunder or under any other Loan Document (whether at stated maturity, by acceleration or otherwise) 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to it, or interest thereonObligations, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itObligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify promptly the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time shall, receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the Companyany Loan Party, any such notice being expressly waived by the Company Loan Parties to the extent permitted by applicable law, upon any amount becoming due the commencement and payable by during the Company hereunder (whether at the stated maturity, by acceleration or otherwise)continuance of an Event of Default, to set off and appropriate and apply against such any amount then due and payable by any Loan Party hereunder 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Companyrelevant Loan Party, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted Bank”"Benefited Lender") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to it, or interest thereonLender's Obligations, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then owing to itLender's Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify promptly the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if any Bank (a “Benefitted Bank”) shall at any time receive any payment of all or part of its Loans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offset, pursuant to events or proceedings of the nature referred to in subsection 8.1(f), or otherwise) in a greater proportion than any such payment to and collateral received by any other Bank, if any, in respect of such other Bank’s Loans or the Reimbursement Obligations owing to it, or interest thereon, such Benefitted Bank shall purchase for cash from the other Banks such portion of each such other Bank’s Loans or the Reimbursement Obligations then owing to it, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks provided by law, at any time when an Event of Default is in existence, each Bank shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon any amount becoming due and payable by the Company 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 Bank, its Affiliates Bank or any branch or agency thereof to or for the credit or the account of the Company, as the case may be. Each Bank agrees promptly to notify the Company and the Agent after any such setoff and application made by such Bank; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted Bankbenefitted Lender”) shall at any time receive any payment of all or part of its Loans owing to itRevolving Credit Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset‑off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f) or (g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Revolving Credit Loans owing to itthat are then due and payable, or interest thereon, such Benefitted Bank benefitted Lender shall purchase at par for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itRevolving Credit Loan, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the Companyany Borrower, any such notice being expressly waived by the Company each Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set off 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may berelevant Borrower. Each Bank Lender agrees promptly to notify the Company IBM, IBMCLLC and the Administrative Agent after any such setoff set‑off and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff set‑off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to Upon (i) the occurrence and during the continuance of any rights Event of Default and remedies (ii) obtaining the prior written consent of the Banks provided by lawAdministrative Agent, each Lender and each of its Affiliates is hereby authorized at any time when an Event of Default is in existence, each Bank shall have the rightand from time to time, without prior notice to Holdings, the CompanyBorrower or any other Loan Party, any such notice being expressly waived by Holdings, the Company Borrower and each Loan Party, to the fullest extent permitted by applicable law, upon any amount becoming due and payable by the Company 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, at any time held or owing, and any other credits, indebtedness indebtedness, claims or claimsobligations, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such BankLender, its Affiliates or any branch or agency thereof to or for the credit or the account of Holdings, the CompanyBorrower or any other Loan Party, as the case may be, against any and all of the obligations of Holdings, the Borrower or such other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of Holdings, the Borrower or such other Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender or any of its Affiliates shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.23 and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate thereof from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate thereof as to which it exercised such right of setoff. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent promptly after any such setoff and application made by such BankLender or any of its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section 10.7 are in addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans owing to itor Reimbursement Obligations, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(f9(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to itor Reimbursement Obligations, or interest thereon, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itor Reimbursement Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrowers, any such notice being expressly waived by the Company Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrowers, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrowers and the Administrative Agent after any such setoff set-off and application made by such Bank; Lender, provided that that, to the extent permitted by applicable law, the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In Upon the occurrence and during the continuance of any Event of Default, in addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to Holdings or the CompanyBorrower, any such notice being expressly waived by Holdings and the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Company Borrower 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, other than payroll accounts, tax withholding accounts and trust 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “"Benefitted Bank”Lender") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to it, or interest thereonLender's Obligations, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then owing to itLender's Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to Upon the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banksoccurrence and during the continuance of any Event of Default, if any Bank (a “Benefitted Bank”) shall the Lender and each of its Affiliates is hereby authorized at any time receive any payment of all or part of its Loans owing and from time to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offset, pursuant to events or proceedings of the nature referred to in subsection 8.1(f), or otherwise) in a greater proportion than any such payment to and collateral received by any other Bank, if any, in respect of such other Bank’s Loans owing to it, or interest thereon, such Benefitted Bank shall purchase for cash from the other Banks such portion of each such other Bank’s Loans then owing to it, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks provided by law, at any time when an Event of Default is in existence, each Bank shall have the righttime, without prior notice to the CompanyBorrower or any other Loan Party, any such notice being expressly waived by the Company Borrower and each Loan Party, to the fullest extent permitted by applicable law, upon any amount becoming due and payable by the Company 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, at any time held or owing, and any other credits, indebtedness indebtedness, claims or claimsobligations, in any currency, in each case case, whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Bankthe Lender, its Affiliates or any branch or agency thereof to or for the credit or the account of the CompanyBorrower or any other Loan Party, as the case may be, against any and all of the obligations of the Borrower or such other Loan Party now or hereafter existing under this Agreement or any other Loan Document to the Lender or its Affiliates, irrespective of whether or not the Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such other Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of the Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. Each Bank The Lender agrees promptly to notify the Company and the Agent Borrower in writing promptly after any such setoff and application made by such Bankthe Lender or any of its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender and its Affiliates under this Section 10.7 are in addition to other rights and remedies (including other rights of set-off) which the Lender or its Affiliates may have.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetsetoff, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f), or otherwise) ), other than in connection with assignments hereunder, in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to it, or interest thereonObligations, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itObligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower hereunder (whether at the stated maturity, by acceleration or otherwise)) after the expiration of any cure or grace periods, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or finalfinal but excluding trust accounts, employee benefit accounts, payroll, pxxxx cash, tax and withholding accounts and the like), 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower; 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 provisions of Section 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (ii) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as the case may beto which it exercised such right of setoff. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such BankLender; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent Each Lender agrees that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if any Bank Lender (a “Benefitted Bank”"benefited Lender") shall at any time receive any payment of all or part of its Loans owing to itLoans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 7.1(e), or otherwise) in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to itLender's Loans, or interest thereon, such Benefitted Bank benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then owing to itLender's Loan, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Bank Lender so purchasing a portion of another Bank’s Loan Lender's Loans may exercise all rights of a payment (including, without limitation, rights of offsetset-off) with respect to such portion as fully as if such Bank Lender were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by lawlaw (including, at any time when an Event without limitation, other rights of Default is in existenceset-off), each Bank Lender shall have the right, without prior notice to the Companyapplicable Credit Party, any such notice being expressly waived by the Company applicable Credit Party to the extent permitted by applicable law, upon the occurrence of any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise)Event of Default, to set off 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of any Credit Party, or any part thereof in such amounts as such Lender may elect, against and on account of the Companyobligations and liabilities of such Credit Party to such Lender hereunder and claims of every nature and description of such Lender against such Credit Party, in any currency, whether arising hereunder, under the Notes or under any documents contemplated by or referred to herein or therein, as such Lender may elect, whether or not such Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The aforesaid right of set-off may be exercised by such Lender against the case may beapplicable Credit Party or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of such Credit Party, or against anyone else claiming through or against such Credit Party or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. Each Bank Lender agrees promptly to notify the Company applicable Credit Party and the Administrative Agent after any such setoff set-off and application made by such BankLender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if any Bank (a “Benefitted Bank”) shall at any time receive any payment of all or part of its Loans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offset, pursuant to events or proceedings of the nature referred to in subsection 8.1(f), or otherwise) in a greater proportion than any such payment to and collateral received by any other Bank, if any, in respect of such other Bank’s Loans or the Reimbursement Obligations owing to it, or interest thereon, such Benefitted Bank shall purchase for cash from the other Banks such portion of each such other Bank’s Loans or the Reimbursement Obligations then owing to it, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks provided by law, at any time when an Event of Default is in existence, each Bank shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon any amount becoming due and payable by the Company 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 Bank, its Affiliates or any branch or agency thereof to or for the credit or the account of the Company, as the case may be. Each Bank agrees promptly to notify the Company and the Agent after any such setoff and application made by such Bank; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted Bank”"Benefited Lender") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to it, or interest thereonLender's Obligations, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then owing to itLender's Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders on a non pro rata basis, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset‑off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 6(g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyGuarantor or the Borrower, any such notice being expressly waived by the Company Guarantor and the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Guarantor or the Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyGuarantor or the Borrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when each Lender shall have the right after the occurrence and during the continuance of an Event of Default is in existence, each Bank shall have the rightDefault, without prior notice to Holdings or the CompanyBorrower, any such notice being expressly waived by Holdings and the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Company Borrower 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 finalfinal other than payroll or trust 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “"Benefitted Bank”Lender") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to it, or interest thereonLender's Obligations, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then owing to itLender's Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement Agreement, any other Loan Document or a court order expressly provides for payments to be allocated to a particular Bank Lender Party or Banksto the Lender Parties under a particular Facility, if any Bank Lender Party (a “Benefitted BankBenefited Lender Party”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, it (other than in connection with an assignment or interest thereonparticipation made pursuant to Section 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender Party, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender Party, such Benefitted Bank Benefited Lender Party shall purchase for cash from the other Banks Lender Parties a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender Party, or shall provide such other Banks Lender Parties with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender Party to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLender Parties; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender Party, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment 137 Sunshine (including, without limitation, rights of offsetNortheast) with respect to such portion as fully as if such Bank were the direct holder of such portion.– Credit Agreement (b) In addition to any rights and remedies of the Banks Lender Parties provided by law, at any time when an Event of Default is in existence, each Bank Lender Party shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount Obligations becoming due and payable and not paid by the Company hereunder Borrower (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against to the payment of such amount Obligations, by setoff or otherwise, 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 BankLender Party, its Affiliates any affiliate thereof or any branch of their respective branches or agency thereof agencies to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender Party agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such BankLender Party; provided that the failure to give such notice shall not affect the validity of such setoff and application. (c) Notwithstanding the foregoing provisions of this Section 10.7, in the event that any Defaulting Lender shall exercise any such right of set-off, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of 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 Lender Parties and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender Party and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender Party or their respective Affiliates may have.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or BanksLender, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 7(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to it, or interest thereonObligations, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itObligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In If an Event of Default shall have occurred and be continuing, and in addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank or BanksPurchaser, if any Bank Purchaser (a “Benefitted BankPurchaser”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 7(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankPurchaser, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonPurchaser, such Benefitted Bank Purchaser shall purchase for cash from the other Banks Purchasers a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itPurchaser, or shall provide such other Banks Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankPurchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Purchasers provided by law, at any time when an Event of Default is in existence, each Bank Purchaser shall have the right, without prior notice to the CompanySellers, any such notice being expressly waived by the Company Sellers to the extent permitted by applicable law, upon any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise)Sellers hereunder, 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 Bank, its Affiliates the Purchasers or any branch or agency thereof to or for the credit or the account of the CompanySellers, as the case may be. Each Bank Purchaser agrees promptly to notify the Company Servicer and the Administrative Agent after any such setoff and application made by such BankPurchaser; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “"Benefitted Bank”Lender") shall at any time receive any payment of all or part of its Loans the amounts owing to it, or interest thereonit hereunder, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the amounts owing to such other Bank’s Loans owing to it, or interest thereonLender hereunder, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the amounts owing to each such other Bank’s Loans then owing to itLender hereunder, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that , unless such Benefitted Lender is required to pay interest thereon, in which case each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect Lender returning funds to such portion as fully as if such Bank were the direct holder Benefitted Lender shall pay its pro rata share of such portioninterest. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to Holdings or the CompanyBorrower, any such notice being expressly waived by Holdings and the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for or permits payments to be allocated or made to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset‑off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f) or otherwise), or otherwise) in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, with the prior consent of the Administrative Agent, without prior notice to the CompanyBorrower or any other Loan Party, any such notice being expressly waived by the Company Borrower and each other Loan Party to the extent permitted by applicable law, upon the occurrence and during the continuance of any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise)Event of Default, to set off and appropriate and apply against such amount the 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower or any such other Loan Party, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetsetoff, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f), or otherwise) ), other than in connection with assignments hereunder, in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to it, or interest thereonObligations, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itObligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, with the consent of the Administrative Agent upon any amount becoming due and payable by the Company Borrower hereunder (whether at the stated maturity, by acceleration or otherwise)) after the expiration of any cure or grace periods, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or finalfinal but excluding trust accounts, employee benefit accounts, payroll, xxxxx cash, tax and withholding accounts and the like), 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as the case may beto which it exercised such right of setoff. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such BankLender; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders, if any Bank Lender (a “Benefitted Bank”"Benefited Lender") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 7.1(f), Section 7.1(g) or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans the Obligations owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that interest unless the Benefited Lender is required by law to pay interest thereon, in which case, each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect Lender returning funds to such portion as fully as if such Bank were the direct holder Benefited Lender shall pay its pro rata share of such portioninterest. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch branch, agency or agency affiliate thereof (other than any such affiliate engaged in the energy trading business) to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans owing to itor Reimbursement Obligations, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(f9(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to itor Reimbursement Obligations, or interest thereon, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itor Reimbursement Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (ba) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrowers, any such notice being expressly waived by the Company Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrowers, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrowers and the Administrative Agent after any such setoff set-off and application made by such Bank; Lender, provided that that, to the extent permitted by applicable law, the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement Agreement, any other Loan Document or a court order expressly provides for payments to be allocated to a particular Bank Lender Party or Banksto the Lender Parties under a particular Facility, if any Bank Lender Party (a “Benefitted BankBenefited Lender Party”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereonit (other than in connection with an assignment made pursuant to Section 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender Party, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender Party, such Benefitted Bank Benefited Lender Party shall purchase for cash from the other Banks Lender Parties a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender Party, or shall provide such other Banks Lender Parties with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender Party to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLender Parties; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender Party, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lender Parties provided by law, at any time when an Event of Default is in existence, each Bank Lender Party shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount Obligations becoming due and payable and not paid by the Company hereunder Borrower (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against to the payment of such amount Obligations, by setoff or otherwise, 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 BankLender Party, its Affiliates any affiliate thereof or any branch of their respective branches or agency thereof agencies to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender Party agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such BankLender Party; provided that the failure to give such notice shall not affect the validity of such setoff and application. (c) Notwithstanding the foregoing provisions of this Section 10.7, in the event that any Defaulting Lender shall exercise any such right of set-off, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of 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 Lender Parties and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender Party and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender Party or their respective Affiliates may have. 135 Xxxxx Wind – Credit Agreement

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “"Benefitted Bank”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 its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender (i) shall as promptly as practicable notify the Administrative Agent and the other Lenders in writing of its status as a Benefitted Lender and (ii) shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to Holdings or the CompanyBorrowers, any such notice being expressly waived by Holdings and the Company Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Company 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyHoldings or either Borrower, as the case may be. Each Bank Lender agrees promptly to notify the Company relevant Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for or permits payments to be allocated or made to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f) or 8.2(f) or otherwise), or otherwise) in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, with the prior consent of the Administrative Agent, without prior notice to the CompanyHoldings or any Borrower or any other Loan Party, any such notice being expressly waived by Holdings and the Company Borrowers and each other Loan Party to the extent permitted by applicable law, upon the occurrence and during the continuance of any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise)Event of Default, to set off and appropriate and apply against such amount the 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrowers or any such other Loan Party, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrowers and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9(g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement Agreement, any other Loan Document or a court order expressly provides for payments to be allocated to a particular Bank Lender Party or Banksto the Lender Parties under a particular Facility, if any Bank Lender Party (a “Benefitted BankBenefited Lender Party”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, it (other than in connection with an assignment or interest thereonparticipation made pursuant to Section 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender Party, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender Party, such Benefitted Bank Benefited Lender Party shall purchase for cash from the other Banks Lender Parties a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender Party, or shall provide such other Banks Lender Parties with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender Party to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLender Parties; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender Party, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lender Parties provided by law, at any time when an Event of Default is in existence, each Bank Lender Party shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount Obligations becoming due and payable and not paid by the Company hereunder Borrower (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against to the payment of such amount Obligations, by setoff or otherwise, 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 BankLender Party, its Affiliates any affiliate thereof or any branch of their respective branches or agency thereof agencies to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender Party agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such BankLender Party; provided that the failure to give such notice shall not affect the validity of such setoff application. 138 Sunshine (National) – Credit Agreement (c) Notwithstanding the foregoing provisions of this Section 10.7, in the event that any Defaulting Lender shall exercise any such right of set-off, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and applicationdeemed held in trust for the benefit of the Administrative Agent and the Lender Parties and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender Party and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender Party or their respective Affiliates may have.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of its the Loans owing to made by it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(f)Section 12.5, or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to itLoans, or interest thereon, such Benefitted Bank Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itLoans, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each the aggregate principal of the Banksand accrued interest on their respective Loans and other amounts owing them; provided, however, that that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interestinterest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. The Company agrees Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that each Bank so purchasing any Lender acquiring a portion of another Bank’s Loan participation pursuant to the foregoing arrangements may exercise all against such Credit Party rights of a payment (including, without limitation, rights of offset) set-off and counterclaim with respect to such portion participation as fully as if such Bank Lender were the a direct holder creditor of such portionCredit Party in the amount of such participation. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event Requirements of Default is in existenceLaw, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable lawRequirements of Law, upon any amount becoming due and payable by the Company Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such setoff set-off and application made by such BankLender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to Upon the occurrence and during the continuance of any rights Event of Default, each Lender and remedies each of the Banks provided by law, its Affiliates is hereby authorized at any time when an Event of Default is in existence, each Bank shall have the rightand from time to time, without prior notice to the CompanyBorrower or any other Loan Party, any such notice being expressly waived by the Company Borrower and each Loan Party, to the fullest extent permitted by applicable law, upon any amount becoming due and payable by the Company 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, at any time held or owing, and any other credits, indebtedness indebtedness, claims or claimsobligations, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such BankLender, its Affiliates or any branch or agency thereof to or for the credit or the account of the CompanyBorrower or any other Loan Party, as the case may be, against any and all of the obligations of the Borrower or such other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such other Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender or any of its Affiliates shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate thereof from its other funds and deemed held for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate thereof as to which it exercised such right of setoff. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent promptly after any such setoff and application made by such BankLender or any of its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section 10.7 are in addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank or BanksLender, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral it (other than in respect thereof (whether voluntarily or involuntarily, by offset, connection with an assignment made pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 11.6), or otherwise) in a greater proportion than any such payment to and collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to it, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, Lender as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount Obligations becoming due and payable by the Company hereunder Borrower (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against to the payment of such amount Obligations, by setoff or otherwise, 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 BankLender, its Affiliates any affiliate thereof or any branch of their respective branches or agency thereof agencies to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement Agreement, any other Credit Document or a court order expressly provides for payments to be allocated to a particular Bank Lender Party or Banksto the Lender Parties under a particular Facility, if any Bank Lender Party (a “Benefitted BankBenefited Lender Party”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, it (other than in connection with an assignment or interest thereonparticipation made pursuant to the Credit Documents), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f) or (g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender Party, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender Party, such Benefitted Bank Benefited Lender Party shall purchase for cash from the other Banks Lender Parties a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender Party, or shall provide such other Banks Lender Parties with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender Party to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLender Parties; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender Party, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion This Section 11.7 shall survive the termination of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portionthis Agreement. (b) In addition to any rights and remedies of the Banks Lender Parties provided by applicable law, at any time when an Event of Default is in existence, each Bank Lender Party shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount Obligations becoming due and payable and not paid by the Company hereunder Borrower (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against to the payment of such amount Obligations, by setoff or otherwise, 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 BankLender Party, its Affiliates any Affiliate thereof or any branch of their respective branches or agency thereof agencies to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender Party agrees promptly to notify the Company Administrative Agent and the Agent Borrower after any such setoff and application made by such BankLender Party; provided that the failure to give such notice shall not affect the validity of such setoff and application. (c) The rights of each Lender Party and its Affiliates under this Section 11.7 are in addition to other rights and remedies (including other rights of set-off) that such Lender Party or its Affiliates may have.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to it, or interest thereonObligations, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itObligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if any Bank (a “Benefitted Bank”) shall at any time receive any payment of all or part of its Loans owing to itLoans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offset, pursuant to events or proceedings of the nature referred to in subsection 8.1(f), or otherwise) in a greater proportion than any such payment to and collateral received by any other Bank, if any, in respect of such other Bank’s Loans owing to itLoans, or interest thereon, such Benefitted Bank shall purchase for cash from the other Banks such portion of each such other Bank’s Loans then owing to it, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks provided by law, at any time when an Event of Default is in existence, each Bank shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon any amount becoming due and payable by the Company 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 Bank, its Affiliates or any branch or agency thereof to or for the credit or the account of the Company, as the case may be. Each Bank agrees promptly to notify the Company and the Agent after any such setoff and application made by such Bank; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (bi) In addition Upon the occurrence and during the continuance of any Event of Default and (ii) after providing at least 3 Business Days’ (or such shorter amount of time as the Administrative Agent may agree) prior written notice to any rights the Administrative Agent, each Lender and remedies each of the Banks provided by law, its Affiliates is hereby authorized at any time when an Event of Default is in existence, each Bank shall have the rightand from time to time, without prior notice to Holdings, the CompanyBorrower or any other Loan Party, any such notice being expressly waived by Holdings, the Company Borrower and each Loan Party, to the fullest extent permitted by applicable law, upon any amount becoming due and payable by the Company 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, at any time held or owing, and any other credits, indebtedness indebtedness, claims or claimsobligations, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such BankLender, its Affiliates or any branch or agency thereof to or for the credit or the account of Holdings, the CompanyBorrower or any other Loan Party, as the case may be, against any and all of the obligations of Holdings, the Borrower or such other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of Holdings, the Borrower or such other Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender or any of its Affiliates shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.23 and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate thereof from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate thereof as to which it exercised such right of setoff. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent promptly after any such setoff and application made by such BankLender or any of its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section 10.7 are in addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted Bank”"benefitted Lender") shall at any time receive any payment of all or part of its Loans owing to itLoans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Lender's Loans or the Reimbursement Obligations owing to it, or interest thereon, such Benefitted Bank benefitted Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then Lender's Loan or the Reimbursement Obligations owing to it, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Agent after any such setoff set-off and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted Bankbenefitted Lender”) shall at any time receive any payment of all or part of its Loans owing to itor the Reimbursement Obligations, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to itLoans, or interest thereon, such Benefitted Bank benefitted Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then Loan and/or of the Reimbursement Obligations owing to itsuch other Lender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the rightright following the occurrence and during the continuance of any Event of Default, without prior notice to the CompanyDW Animation, any such notice being expressly waived by the Company DW Animation to the extent permitted by applicable law, upon any amount becoming due and payable by the Company DW Animation hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beDW Animation. Each Bank Lender agrees promptly to notify the Company DW Animation and the Administrative Agent after any such setoff set-off and application made by such BankLender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “"Benefitted Bank”Lender") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 7(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for or permits payments to be allocated or made to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f) or otherwise), or otherwise) in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, with the prior consent of the Administrative Agent, without prior notice to Holdings or the CompanyBorrower or any other Loan Party, any such notice being expressly waived by Holdings and the Company Borrower and each other Loan Party to the extent permitted by applicable law, upon the occurrence and during the continuance of any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise)Event of Default, to set off and appropriate and apply against such amount the 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrower or any such other Loan Party, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted Bankbenefitted Lender”) shall at any time receive any payment of all or part of its Loans owing to itRevolving Credit Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f) or (g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Revolving Credit Loans owing to itthat are then due and payable, or interest thereon, such Benefitted Bank benefitted Lender shall purchase at par for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itRevolving Credit Loan, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the Companyany Borrower, any such notice being expressly waived by the Company each Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may berelevant Borrower. Each Bank Lender agrees promptly to notify the Company IBM, IBMCLLC and the Administrative Agent after any such setoff set-off and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except If any Defaulting Lender shall fail to the extent that this Agreement or a court order provides for payments make any payment required to be allocated to a particular Bank or Banks, if any Bank (a “Benefitted Bank”) shall at any time receive any payment of all or part of its Loans owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, made by offset, it pursuant to events Section 2.4(b), 12.5(b) or proceedings 12.8(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply for the benefit of the nature referred Administrative Agent or any Lender any amounts thereafter received by the Administrative Agent for the account of such Lender to in subsection 8.1(f)satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, or otherwiseand/or (ii) hold any such amounts in a greater proportion than segregated account as cash collateral for, and application to, any future funding obligations of such payment to Lender under such Sections; in the case of each of (i) and collateral received by any other Bank, if any(ii) above, in respect of such other Bank’s Loans owing to it, or interest thereon, such Benefitted Bank shall purchase for cash from any order as determined by the other Banks such portion of each such other Bank’s Loans then owing to it, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portionAdministrative Agent in its discretion. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 BankLender, its Affiliates or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff set-off and application made by such BankLender, its Affiliates or any branch or agency thereof; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. (c) If any Finance Party shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Credit Event (other than pursuant to the terms of Section 2.10, 2.11 or 5.3) in excess of its pro rata share of payments obtained by all Finance Parties, such Finance Party shall purchase from the other Finance Parties such participations in Credit Events made by them as shall be necessary to cause such purchasing Finance Party to share the excess payment or other recovery ratably (to the extent such other Finance Parties were entitled to receive a portion of such payment or recovery) with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Finance Party, the purchase shall be rescinded and each Finance Party which has sold a participation to the purchasing Finance Party shall repay to the purchasing Finance Party the purchase price to the ratable extent of such recovery together with an amount equal to such selling Finance Party’s ratable share (according to the proportion of (a) the amount of such selling Finance Party’s required repayment to the purchasing Finance Party to (b) total amount so recovered from the purchasing Finance Party) of any interest or other amount paid or payable by the purchasing Finance Party in respect of the total amount so recovered. The Borrower agrees that any Finance Party purchasing a participation from another Finance Party pursuant to this Section 12.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to clause (b) above) with respect to such participation as fully as if such Finance Party were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law any Finance Party receives a secured claim in lieu of a setoff to which this Section 12.8 applies, such Finance Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 12.8 to share in the benefits of any recovery on such secured claim.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if any Bank (a “Benefitted "Benefited Bank”") shall at any time receive any payment of all or part of its Loans owing to itRFC Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offset, pursuant to events or proceedings of the nature referred to in subsection 8.1(f7.1(f), or otherwise) in a greater proportion than any such payment to and collateral received by any other Bank, if any, in respect of such other Bank’s Loans owing to it's RFC Loans, or interest thereon, such Benefitted Benefited Bank shall purchase for cash from the other Banks such portion of each such other Bank’s Loans then owing to it's RFC Loans, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s 's RFC Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks provided by law, at any time when an Event of Default is in existence, each Bank shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon any amount becoming due and payable by the Company 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 Bank, its Affiliates Bank or any branch or agency thereof to or for the credit or the account of the Company, as the case may be. Each Bank agrees promptly to notify the Company and the Agent after any such setoff and application made by such Bank; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “"Benefitted Bank”Lender") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other Bankrelevant Lender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks relevant Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banksrelevant Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to Holdings or the CompanyBorrower, any such notice being expressly waived by Holdings and the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders on a non pro rata basis, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 6(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyGuarantor or the Borrower, any such notice being expressly waived by the Company Guarantor and the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Guarantor or the Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyGuarantor or the Borrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the amounts owing to it, or interest thereonit hereunder, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(e), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the amounts owing to such other Bank’s Loans owing to it, or interest thereonLender hereunder, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the amounts owing to each such other Bank’s Loans then owing to itLender hereunder, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to Holdings or the CompanyBorrower, any such notice being expressly waived by Holdings and the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to it, or interest thereonObligations, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itObligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this -------------------- Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted Bank”"Benefited Lender") shall ---------------- at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to it, or interest thereonLender's Obligations, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then owing to itLender's Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any -------- ------- portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, upon prior written notice to the Administrative Agent and without prior notice to Holdings or the CompanyBorrower, any such notice being expressly waived by Holdings and the Company Borrower, to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of -------- such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this -------------------- Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “"Benefitted Bank”Lender") shall ----------------- at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to it, or interest thereonLender's Obligations, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then owing to itLender's Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such -------- ------- excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not -------- affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted Bank”"benefited Lender") shall at any time receive any payment of all or part of its Loans owing to itthen due and owing, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(f10(e), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender (other than to the extent expressly provided herein), if any, in respect of such other Bank’s Lender's Loans owing to itthen due and owing, or interest thereon, such Benefitted Bank benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then owing to itLender's Loan, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates Lender or any Affiliate, branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff set-off and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each the Obligations owing to such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In If an Event of Default shall have occurred and is continuing, in addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, but excluding designated accounts held in trust for the benefit of a third party or for the payment of withholding taxes, in each case, to the extent such accounts are identified as such to the Agents by the Borrower), 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify promptly the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted Bank”"benefitted Lender") shall at any time receive any payment of all or part of its Loans owing to itor the Reimbursement Obligations, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to itLender's Loans, or interest thereon, such Benefitted Bank benefitted Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then Lender's Loan and/or of the Reimbursement Obligations owing to itsuch other Lender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the rightright following the occurrence and during the continuance of any Event of Default, without prior notice to the CompanyDW Animation, any such notice being expressly waived by the Company DW Animation to the extent permitted by applicable law, upon any amount becoming due and payable by the Company DW Animation hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beDW Animation. Each Bank Lender agrees promptly to notify the Company DW Animation and the Administrative Agent after any such setoff set-off and application made by such BankLender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted Bankbenefitted Lender”) shall at any time receive any payment of all or part of its Loans owing to itor other Company Obligations then due and owing, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(f10(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to itor other Company Obligations then due and owing, or interest thereon, such Benefitted Bank benefitted Lender shall notify the Administrative Agent and purchase (for cash at face value) from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itor other Company Obligations, or shall provide make such other Banks with the benefits of any such collateral, or the proceeds thereofadjustments as shall be equitable, as shall be necessary to cause such Benefitted Bank benefitted Lender to share the excess payment or benefits ratably by the Lenders in accordance with the aggregate amount of such collateral or proceeds ratably with each principal of the Banksand accrued interest on their respective Loans and other Company Obligations owing to them; provided, however, that if any such participations are purchased and all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The ; and the provisions of this subsection shall not be construed to apply to (x) any payment made by the Company agrees that each Bank so purchasing pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a portion Lender as consideration for the assignment of another Bank’s Loan may exercise all rights or sale of a payment participation in any of its Loans or other Company Obligations to any Transferee, other than to the Company (including, without limitation, rights as to which the provisions of offset) with respect to such portion as fully as if such Bank were the direct holder of such portionthis subsection shall apply). (b) In addition to any rights and remedies of the Banks provided by law, at any time when If an Event of Default is in existenceshall have occurred and be continuing, each Bank Lender shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claimsclaims (other than Hedging Agreements entered into by the Company and such Lender), in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may be. Each Bank Lender agrees promptly to notify the Company and the Administrative Agent after any such setoff set-off and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except If any Defaulting Lender shall fail to the extent that this Agreement or a court order provides for payments make any payment required to be allocated to a particular Bank or Banks, if any Bank (a “Benefitted Bank”) shall at any time receive any payment of all or part of its Loans owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, made by offset, it pursuant to events Section 2.4(b), 3.3(c), 3.4(c), 12.5(b) or proceedings 12.8(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply for the benefit of the nature referred Administrative Agent or any Lender any amounts thereafter received by the Administrative Agent for the account of such Lender to in subsection 8.1(f)satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, or otherwiseand/or (ii) hold any such amounts in a greater proportion than segregated account as cash collateral for, and application to, any future funding obligations of such payment to Lender under such Sections; in the case of each of (i) and collateral received by any other Bank, if any(ii) above, in respect of such other Bank’s Loans owing to it, or interest thereon, such Benefitted Bank shall purchase for cash from any order as determined by the other Banks such portion of each such other Bank’s Loans then owing to it, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portionAdministrative Agent in its discretion. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff set-off and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. (c) If any Finance Party shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Credit Event (other than pursuant to the terms of Section 2.10, 2.11 or 5.3) in excess of its pro rata share of payments obtained by all Finance Parties, such Finance Party shall purchase from the other Finance Parties such participations in Credit Events made by them as shall be necessary to cause such purchasing Finance Party to share the excess payment or other recovery ratably (to the extent such other Finance Parties were entitled to receive a portion of such payment or recovery) with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Finance Party, the purchase shall be rescinded and each Finance Party which has sold a participation to the purchasing Finance Party shall repay to the purchasing Finance Party the purchase price to the ratable extent of such recovery together with an amount equal to such selling Finance Party’s ratable share (according to the proportion of (a) the amount of such selling Finance Party’s required repayment to the purchasing Finance Party to (b) total amount so recovered from the purchasing Finance Party) of any interest or other amount paid or payable by the purchasing Finance Party in respect of the total amount so recovered. The Borrower agrees that any Finance Party purchasing a participation from another Finance Party pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to clause (b) above) with respect to such participation as fully as if such Finance Party were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law any Finance Party receives a secured claim in lieu of a setoff to which this Section applies, such Finance Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of its the Loans owing to made by it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(f)Section 11.5, or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender entitled thereto, if any, in respect of such other BankLender’s Loans owing to itLoans, or interest thereon, such Benefitted Bank Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itLoans, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each the aggregate principal of the Banksand accrued interest on their respective Loans and other amounts owing them; provided, however, that (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interestinterest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Credit Party pursuant to and in accordance with the terms of this Agreement and the other Credit Documents, (2) 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 to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. The Company agrees Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that each Bank so purchasing any Lender acquiring a portion of another Bank’s Loan participation pursuant to the foregoing arrangements may exercise all against such Credit Party rights of a payment (including, without limitation, rights of offset) set-off and counterclaim with respect to such portion participation as fully as if such Bank Lender were the a direct holder creditor of such portionCredit Party in the amount of such participation. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event Requirements of Default is in existenceLaw, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable lawRequirements of Law, upon any amount becoming due and payable by the Company Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such setoff set-off and application made by such BankLender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted Bank”"BENEFITTED LENDER") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower hereunder (whether at the stated maturity, by acceleration or otherwise)) and beyond any grace period applicable thereto, 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; provided Lender, PROVIDED that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset‑off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to Upon (i) the occurrence and during the continuance of any rights Event of Default and remedies (ii) obtaining the prior written consent of the Banks provided by lawAdministrative Agent, each Lender and each of its Affiliates is hereby authorized at any time when an Event of Default is in existence, each Bank shall have the rightand from time to time, without prior notice to the Companyany Loan Party, any such notice being expressly waived by the Company each Loan Party, to the fullest extent permitted by applicable law, upon any amount becoming due and payable by the Company 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, at any time held or owing, and any other credits, indebtedness indebtedness, claims or claimsobligations, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such BankLender, its Affiliates or any branch or agency thereof to or for the credit or the account of the Companyany Loan Party, as the case may be, against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender or any of its Affiliates 146 ny-2096649 v7 shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.23 and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate thereof from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate thereof as to which it exercised such right of setoff. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent promptly after any such setoff and application made by such BankLender or any of its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section 10.7 are in addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted Bank”"Benefited Lender") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In Upon the occurrence and during the continuance of an Event of Default under Section 9(a), in addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to Holdings or the CompanyBorrower, any such notice being expressly waived by Holdings and the Company Borrower to the extent permitted by applicable law, upon any amount becoming to the extent due and payable by Holdings or the Company Borrower 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, other than payroll or trust 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 unmaturedmatured, at any time held or owing by such Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; provided Lender, provided, that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In Upon the occurrence and during the continuance of an Event of Default under Section 9(a), in addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming to the extent due and payable by the Company Borrower 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, other than payroll or trust 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 unmaturedmatured, at any time held or owing by such Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; provided Lender, provided, that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted Bank”"BENEFITED LENDER") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to it, or interest thereonLender's Obligations, such Benefitted Bank Benefited Lender shall 104 purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then owing to itLender's Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyParents or the Borrower, any such notice being expressly waived by the Company Parents and the Borrower to the extent permitted by applicable law, upon any amount becoming to the extent due and payable by the Company Parents or the Borrower hereunder (whether at the stated maturity, maturity or by acceleration or otherwiseacceleration), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, other than trust 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of either of the CompanyParents or the Borrower, as the case may be. Each Bank Lender agrees promptly to notify promptly the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; provided Lender, PROVIDED that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to Upon (i) the occurrence and during the continuance of any rights Event of Default and remedies (ii) obtaining the prior written consent of the Banks provided by lawAdministrative Agent (acting at the direction of the Required Lenders), each Lender and each of its Affiliates is hereby authorized at any time when an Event of Default is in existence, each Bank shall have the rightand from time to time, without prior notice to the CompanyAdministrative Borrower or any other Loan Party, any such notice being expressly waived by the Company Borrower and each Loan Party, to the fullest extent permitted by applicable law, upon any amount becoming due and payable by the Company 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, at any time held or owing, and any other credits, indebtedness indebtedness, claims or claimsobligations, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such BankLender, its Affiliates or any branch or agency thereof to or for the credit or the account of the CompanyBorrower or any other Loan Party, as the case may be, against any and all of the obligations of the Borrower or such other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such other Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender or any of its Affiliates shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate thereof from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate thereof as to which it exercised such right of setoff. Each Bank Lender agrees promptly to notify the Company Administrative Borrower and the Administrative Agent promptly after any such setoff and application made by such BankLender or any of its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section 10.7 are in addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank or BanksLender hereunder, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or shall receive any collateral in respect thereof (whether voluntarily or involuntarily, by offset, pursuant to events set-off or proceedings of the nature referred to in subsection 8.1(fotherwise), or otherwise) in a greater proportion than any such payment to and or collateral received by any other Bank, if any, in respect of such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the Companyany Credit Party, except as expressly provided in Section 7.1, any such notice being expressly waived by the Company each Credit Party to the extent permitted by applicable law, upon any amount becoming due and payable by the Company any Credit Party 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Companyany Credit Party, as the case may be. Each Bank Lender agrees promptly to notify the Company applicable Credit Party and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive receives any payment of all or part of its Loans owing to itin any Facility, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(f)Section 10.5, or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender in that Facility, if any, in respect of such other BankLender’s Loans owing to itLoans, or interest thereon, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders in the relevant Facility a participating interest in such portion of each such other BankLender’s Loans then owing to itLoan, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably rateably with each of the BanksLenders in the relevant Facility; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from 942882452.15 such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the Companyany Credit Party, any such notice being expressly waived by the Company each Credit Party to the extent permitted by applicable law, upon any amount becoming due and payable by the Company any Credit Party hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may besuch Credit Party. Each Bank Lender agrees promptly to notify the Company such Credit Party (and the Administrative Borrower, if other) and the Administrative Agent after any such setoff set-off and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement Agreement, any other Credit Document or a court order expressly provides for payments to be allocated to a particular Bank Financing Party or Banksto the Financing Parties, if any Bank Financing Party (a “Benefitted BankBenefited Financing Party”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, it (other than in connection with an assignment or interest thereonparticipation made pursuant to the Credit Documents), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9(f) or (g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankFinancing Party, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonFinancing Party, such Benefitted Bank Benefited Financing Party shall purchase for cash from the other Banks Financing Parties a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itFinancing Party, or shall provide such other Banks Financing Parties with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Financing Party to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksFinancing Parties; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Financing Party, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion This Section 11.7(a) shall survive the termination of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portionthis Agreement. (b) In addition to any rights and remedies of the Banks Financing Parties provided by applicable law, at any time when an Event of Default is in existence, each Bank Financing Party shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount Obligations becoming due and payable and not paid by the Company hereunder Borrower (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against to the payment of such amount Obligations, by setoff or otherwise, 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 BankFinancing Party, its Affiliates any affiliate thereof or any branch of their respective branches or agency thereof agencies to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Financing Party agrees promptly to notify the Company Intercreditor Agent and the Agent Borrower after any such setoff and application made by such BankFinancing Party; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for or permits payments to be allocated or made to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset‑off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9.1(g) or otherwise), or otherwise) in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, with the prior consent of the Administrative Agent, without prior notice to the CompanyHoldings or any Borrower or any other Loan Party, any such notice being expressly waived by Holdings and the Company Borrowers and each other Loan Party to the extent permitted by applicable law, upon the occurrence and during the continuance of any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise)Event of Default, to set off and appropriate and apply against such amount the 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrowers or any such other Loan Party, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrowers and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 7(g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “"Benefitted Bank”Lender") shall at any time receive any payment of all or part of its Loans owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(f)the last paragraph of Section 8.1, or otherwise) ), in a greater proportion than any such payment to and or collateral received by by, any other BankLender, if any, in respect of such other Bank’s Lender's Loans owing to it, or interest thereon, or fees due to it hereunder, such Benefitted Bank benefitted Lender shall purchase for cash from the other Banks Lenders such portion of each such other Bank’s Loans then owing to itLenders' Loans, or make such payment on account of such fees, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, thereof as shall be necessary to cause such Benefitted Bank benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees agrees, that each Bank Lender so purchasing a portion of another Bank’s Lender's Loan owing to it may exercise all rights of a payment (including, without limitation, including rights of offsetset-off) with respect to such portion as fully as if such Bank Lender were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon any amount becoming due and payable by the Company hereunder Obligations (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in 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 Bank, its Affiliates or any branch or agency thereof Lender to or for the credit or the account of the Company, as the case may be. Each Bank Lender agrees promptly to notify the Company and the Agent after any such setoff set-off and application made by such BankLender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for or permits payments to be allocated or made to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9.1(g) or otherwise), or otherwise) in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, with the prior consent of the Administrative Agent, without prior notice to Holdings or the CompanyBorrower or any other Loan Party, any such notice being expressly waived by Holdings and the Company Borrower and each other Loan Party to the extent permitted by applicable law, upon the occurrence and during the continuance of any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise)Event of Default, to set off and appropriate and apply against such amount the 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrower or any such other Loan Party, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted Bank”"Benefited Lender") shall at any time receive any payment of all or any part of the principal of its Loans owing to it, or interest thereonsuch Lender, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9.1(g) or (h), or otherwise) ), in a greater proportion than any such payment to and collateral received by any other Bank, if any, Lender in respect of the principal of such other Bank’s Lender's Loans owing to itsuch other Lender, or interest thereon, such Benefitted Bank Benefited Lender shall purchase for cash from each of the other Banks Lenders such portion of each such other Bank’s Loans then owing to itLender's Loans, or and shall provide each of such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banks; Lenders, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion., (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when upon the occurrence of an Event of Default is and the acceleration of the obligations owing in existenceconnection with the Loan Documents, or at any time upon the occurrence and during the continuance of an Event of Default, under Section 9.1(a) or (b), each Bank Lender shall have the right, without prior notice to the CompanyBorrower or any other Credit Party, any such notice being expressly waived by the Company Borrower and each such other Credit Party to the extent permitted not prohibited by applicable law, upon any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise), to set set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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 Bank, its Affiliates or any branch or agency thereof to or for the credit or the account of the CompanyBorrower or such other Credit Party, as the case may be, to such Lender any amount owing from such Lender to the Borrower or such other Credit Party, as the case may be, at, or at any time after, the happening of any of the above-mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set-off may be exercised by such Lender against the Borrower or such other Credit Party, as the case may be, or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower or such other Credit Party, as the case may be, or against anyone else claiming through or against the Borrower or such other Credit Party, as the case may be, or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised 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 Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff set-off and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess ny-2508035 payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to Upon (i) the occurrence and during the continuance of any rights Event of Default and remedies (ii) obtaining the prior written consent of the Banks provided by lawAdministrative Agent, each Lender and each of its Affiliates is hereby authorized at any time when an Event of Default is in existence, each Bank shall have the rightand from time to time, without prior notice to the Companyany Loan Party, any such notice being expressly waived by the Company each Loan Party, to the fullest extent permitted by applicable law, upon any amount becoming due and payable by the Company 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, at any time held or owing, and any other credits, indebtedness indebtedness, claims or claimsobligations, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such BankLender, its Affiliates or any branch or agency thereof to or for the credit or the account of any Loan Party, against any and all of the Companyobligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender or any of its Affiliates shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.23 and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate thereof from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate thereof as the case may beto which it exercised such right of setoff. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent promptly after any such setoff and application made by such BankLender or any of its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section 10.7 are in addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted Bank”"benefitted Lender") shall at any time receive any payment of all or part of its Loans owing to itLoans, its participations in Letters of Credit, or interest thereon, or fees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 7(g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to itLender's Loans, its participations in Letters of Credit, or interest thereon, or fees, such Benefitted Bank benefitted Lender shall purchase for cash from the other Banks Lenders such portion of each such other Bank’s Loans then owing to itLender's Loans, participations in Letters of Credit, or fees, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Bank Lender so purchasing a portion of another Bank’s Lender's Loan or its participations in Letters of Credit may exercise all rights of a payment (including, without limitation, rights of offsetset-off) with respect to such portion as fully as if such Bank Lender were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when each Lender shall have the right, exercisable upon the occurrence and during the continuance of an Event of Default is in existence, each Bank shall have and acceleration of the rightObligations pursuant to Section 7, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise), to set set-off and appropriate and apply against any such amount Obligations any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, 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 Bank, its Affiliates Lender or any branch or agency thereof or bank controlling such Lender to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company and the Agent Borrower after any such setoff set-off and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset‑off, pursuant to events or proceedings of the nature referred to in subsection Section 8.1(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to Upon the occurrence and during the continuance of any rights Event of Default, each Lender and remedies each of the Banks provided by law, its Affiliates is hereby authorized at any time when an Event of Default is in existence, each Bank shall have the rightand from time to time, without prior notice to the CompanyBorrower or any other Loan Party, any such notice being expressly waived by the Company Borrower and each Loan Party, to the fullest extent permitted by applicable law, upon any amount becoming due and payable by the Company 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, at any time held or owing, and any other credits, indebtedness indebtedness, claims or claimsobligations, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such BankLender, its Affiliates or any branch or agency thereof to or for the credit or the account of the CompanyBorrower or any other Loan Party, as the case may be, against any and all of the obligations of the Borrower or such other Loan Party now or hereafter existing under this Agreement or any other Loan Document or any Bank Services Agreement or FX Contract to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document or Bank Services Agreement or FX Contract and although such obligations of the Borrower or such other Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender or any of its Affiliates shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate thereof from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate thereof as to which it exercised such right of setoff. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent promptly after any such setoff and application made by such BankLender or any of its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section 10.7 are in addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “"Benefitted Bank”Lender") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 10(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrowers, any such notice being expressly waived by the Company Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by the Company 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrowers. Each Bank Lender agrees promptly to notify the Company Borrowers and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for or permits payments to be allocated or made to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankBenefited Lender”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset‑off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9.1(g) or otherwise), or otherwise) in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, with the prior consent of the Administrative Agent, without prior notice to the CompanyHoldings or any Borrower or any other Loan Party, any such notice being expressly waived by Holdings and the Company Borrowers and each other Loan Party to the extent permitted by applicable law, upon the occurrence and during the continuance of any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise)Event of Default, to set off and appropriate and apply against such amount the 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of Holdings or the CompanyBorrowers or any such other Loan Party, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrowers and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. [Reserved].

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted BankLender”) shall at any time receive any payment of all or part of its Loans the amounts owing to it, or interest thereonit hereunder, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the amounts owing to such other Bank’s Loans owing to it, or interest thereonLender hereunder, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the amounts owing to each such other Bank’s Loans then owing to itLender hereunder, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyCCO Parent or the Borrower, any such notice being expressly waived by the Company CCO Parent and the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company CCO Parent or the Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyCCO Parent or the Borrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Funding Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted Bank”"BENEFITED LENDER") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Loans owing to it, or interest thereonLender's Obligations, such Benefitted Bank Benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Loans then owing to itLender's Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff set-off and application made by such Bank; Lender, provided that that, the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank Funding Party or Banksto the Funding Parties under a particular Facility, if any Bank Funding Party (a “Benefitted BankFunding Party”) shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) in a greater proportion than any such payment to and or collateral received by any other BankFunding Party, if any, in respect of such other BankFunding Party’s Loans owing to it, or interest thereonObligations, such Benefitted Bank Funding Party shall purchase for cash from the other Banks Funding Parties a participating interest in such portion of each such other BankFunding Party’s Loans then owing to itObligations, or shall provide such other Banks Funding Parties with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Funding Party to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksFunding Parties; provided, however, provided however that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankFunding Party, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Funding Parties provided by law, at any time when an Event of Default is in existence, each Bank Funding Party shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower hereunder (whether at the stated maturity, by acceleration or otherwise)) after the expiration of any cure or grace periods, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or finalfinal but excluding trust 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 Bank, its Affiliates Funding Party or any branch or agency thereof to or for the credit or the account of the Company, as the case may beBorrower. Each Bank Funding Party agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Funding Party, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent Each Lender agrees that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if any Bank Lender (a “Benefitted Bankbenefited Lender”) shall at any time receive any payment of all or part of its Loans owing to itLoans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 7.1(e), or otherwise) in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other BankLender’s Loans owing to itLoans, or interest thereon, such Benefitted Bank benefited Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other BankLender’s Loans then owing to itLoan, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees Borrowers agree that each Bank Lender so purchasing a portion of another BankLender’s Loan Loans may exercise all rights of a payment (including, without limitation, rights of offsetset-off) with respect to such portion as fully as if such Bank Lender were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by lawlaw (including, at any time when an Event without limitation, other rights of Default is in existenceset-off), each Bank Lender shall have the right, without prior notice to the Companyapplicable Credit Party, any such notice being expressly waived by the Company applicable Credit Party to the extent permitted by applicable law, upon the occurrence of any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise)Event of Default, to set off 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of any Credit Party, or any part thereof in such amounts as such Lender may elect, against and on account of the Companyobligations and liabilities of such Credit Party to such Lender hereunder and claims of every nature and description of such Lender against such Credit Party, in any currency, whether arising hereunder, under the Notes or under any documents contemplated by or referred to herein or therein, as such Lender may elect, whether or not such Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The aforesaid right of set-off may be exercised by such Lender against the case may beapplicable Credit Party or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of such Credit Party, or against anyone else claiming through or against such Credit Party or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. Each Bank Lender agrees promptly to notify the Company applicable Credit Party and the Administrative Agent after any such setoff set-off and application made by such BankLender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “Benefitted Bank”"BENEFITTED LENDER") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 8(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; provided Lender, PROVIDED that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Bank Lender or Banksto the Lenders under a particular Facility, if any Bank Lender (a “"Benefitted Bank”Lender") shall at any time receive any payment of all or part of its Loans the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 9(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other Bankrelevant Lender, if any, in respect of the Obligations owing to such other Bank’s Loans owing to it, or interest thereonLender, such Benefitted Bank Lender shall purchase for cash from the other Banks relevant Lenders a participating interest in such portion of the Obligations owing to each such other Bank’s Loans then owing to itLender, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banksrelevant Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted BankLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks Lenders provided by law, at any time when an Event of Default is in existence, each Bank Lender shall have the right, without prior notice to the CompanyBorrower, any such notice being expressly waived by the Company Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Company Borrower 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 Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the CompanyBorrower, as the case may be. Each Bank Lender agrees promptly to notify the Company Borrower and the Administrative Agent after any such setoff and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order provides for payments to be allocated to a particular Bank or Banks, if If any Bank Lender (a “Benefitted Bank”"benefitted Lender") shall at any time receive any payment of all or part of its Loans owing to itor other Company Obligations then due and owing, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by offsetset-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(fSection 10(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other BankLender, if any, in respect of such other Bank’s Lender's Loans owing to itor other Company Obligations then due and owing, or interest thereon, such Benefitted Bank benefitted Lender shall purchase for cash from the other Banks Lenders a participating interest in such portion of each such other Bank’s Lender's Loans then owing to itor other Company Obligations, or shall provide such other Banks Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Bank benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the BanksLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Bankbenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of a payment (including, without limitation, rights of offset) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) In addition to any rights and remedies of the Banks provided by law, at any time when If an Event of Default is in existenceshall have occurred and be continuing, each Bank Lender shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon any amount becoming due and payable by the Company hereunder (whether at the stated maturity, by acceleration or otherwise), ) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each 61 case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Bank, its Affiliates Lender or any branch or agency thereof to or for the credit or the account of the Company, as the case may be. Each Bank Lender agrees promptly to notify the Company and the Administrative Agent after any such setoff set-off and application made by such Bank; Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.