Common use of Adjustments; Set-off Clause in Contracts

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) or 9.21, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owed to such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 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) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply), made pursuant to and in accordance with the Applicable Margin in respect express provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements law, while an Event of LawDefault shall be continuing, upon any amount becoming due and payable by the 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.31 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided, however, provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If Except (x) to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility (or provides for the application of funds arising from the existence of a Defaulting Lender) or (y) to the extent any payment is obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or L/C Disbursements to any assignee or participant (other than to the Company or any Subsidiary thereof, except pursuant to Section 10.06(k)), if any Lender (a “benefited Benefitted Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in Section 11.5paragraph (f) of Article 8, or otherwise), in a proportion greater proportion than its pro rata share of any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereonobligations under this Agreement, such benefited Benefitted Lender shall (i) notify the Administrative Agent and each other Lender of the receipt of such fact, payment and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loansobligations under this Agreement, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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 extensioninterest. Each Credit Party Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Lender’s obligations under this Agreement deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and counterclaim with respect to such participation setoff as set forth in clause (b) below by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to such Credit Party Borrower in the amount of such participation. (b) After In addition to any rights and remedies of the Lenders provided by law, each Lender and each Issuing Lender shall have the right, without prior notice to the Borrowers, any such notice being expressly waived by the Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) after the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 Lender or Issuing Lender or any branch or agency thereof to or for the credit or the account of any Borrower; provided that if any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the BorrowerAdministrative Agent for further application in accordance with the provisions of Section 2.27 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 Collateral Agent, the Issuing Lenders and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each Issuing Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent after any such set-off setoff and application made by such Lender or such Issuing Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Credit Party Guarantor pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (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 in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and Issuing Banks provided by Requirements of Law, each Lender Lender, each Issuing Bank and their respective Affiliates, shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower Credit Parties hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender or Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (By) the provisions of this paragraph shall not be construed to apply to (1A) any payment made or collateral provided by the Borrower or any other Credit Party Person pursuant to and in accordance with the express terms of this Agreement (including, for the avoidance of doubt, any such provisions added pursuant to any permitted amendment to this Agreement and including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender or assignments made pursuant to Section 13.6(e) or Section 13.7), or (2B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Unpaid Drawings to any assignee or participant or (3) participant, other than to any disproportionate payment obtained by a Lender as a result of Parent Guarantor, the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans this paragraph shall apply except if such assignment or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation is made pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationSection 13.6). (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders or provided by Requirements of Law, law each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Borrower hereunder or under any other Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower; provided that, in the event that any Defaulting Lender shall exercise any such right of setoff pursuant to this Section 13.8(b), (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 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Letter of Credit Issuers, 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 to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offsetoff, pursuant to events or proceedings of the nature referred to in Section 11.58.1(f), or otherwise), ) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereonObligations, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansObligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (Bii) the provisions of this paragraph Section 10.7 shall not be construed to apply to (1) any payment made by the Borrower any Loan Party or any other Credit Party Local Borrowing Subsidiary pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationparticipant. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Revolving Lenders provided by Requirements of Lawlaw, each Revolving Lender shall have the right, without prior notice to the BorrowerCompany, any such notice being expressly waived by the Borrower Company to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Borrower Company hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) after the expiration of any cure or grace periods, to set-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 Revolving Lender or any Affiliate, branch or agency thereof to or for the credit or the account of the BorrowerCompany. Each Revolving Lender agrees promptly to notify the Borrower (Company and the Credit PartiesAdministrative Agent after any such setoff and application made by such Revolving Lender; provided, if applicablethat the failure to give such notice shall not affect the validity of such setoff and application. (c) In addition to any rights and remedies of the Local Fronting Lenders provided by law, upon both the occurrence of an Event of Default and acceleration of the obligations owing in connection with this Agreement, each Local Fronting Lender shall have the right, without prior notice to the applicable Local Borrowing Subsidiary, any such notice being expressly waived to the extent permitted by applicable law, to set off and apply against any indebtedness, whether matured or unmatured, of such Local Borrowing Subsidiary to such Local Fronting Lender any amount owing from such Local Fronting Lender to such Local Borrowing Subsidiary at, or at any time after, the happening of both of the above mentioned events, and such right of set-off may be exercised by such Local Fronting Lender against such Local Borrowing Subsidiary or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, custodian or execution, judgment or attachment creditor of such Local Borrowing Subsidiary, or against anyone else claiming through or against such Local Borrowing Subsidiary or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Local Fronting Lender prior to the making, filing or issuance, or service upon such Local Fronting 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 Local Fronting Lender agrees promptly to notify the applicable Local Borrowing Subsidiary and the Administrative Agent after any such set-off and application made by such Local Fronting Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.512.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any an Event of Default shall have occurred and be continuing, each Lender (a “benefited Lender”) shall and each of its Affiliates is hereby authorized at any time receive and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Borrower or any other Credit Party against any and all of the obligations of such Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of such Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Parent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Lender receiving such greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Lenders, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds applicable Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, provided that, : (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection shall not be construed to apply to (1A) any payment made by the Borrower or any other a Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, or (2B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) participant, other than to 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 Credit Party or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extension. this subsection shall apply). (c) Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such each Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such each Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510.01(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, Loans or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, provided that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (Bii) the provisions of this paragraph Section shall not be construed to apply to (1x) any payment made by or on behalf of the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender), or (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3as to which the provisions of this Section shall not apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) any disproportionate payment obtained all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.14 and, pending such payment, shall be segregated by such Defaulting Lender 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 as a result to which it exercised such right 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 extensionsetoff. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, to the extent consented to by Collateral Agent, in addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the BorrowerBorrower or any other Credit Party, any such notice being expressly waived by the Borrower Credit Parties to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent Agents after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except (x) to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility (or provides for the application of funds arising from the existence of a Defaulting Lender) or (y) to the extent any payment is obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or L/C Disbursements to any assignee or participant (other than to the Company or any Subsidiary thereof, except pursuant to Section 10.06(k)), if any Lender (a “benefited Benefitted Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in Section 11.5paragraph (f) of Article 8, or otherwise), in a proportion greater proportion than its pro rata share of any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereonObligations, such benefited Benefitted Lender shall (i) notify the Administrative Agent and each other Lender of the receipt of such fact, payment and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansObligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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 extensioninterest. Each Credit Party Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Lender’s Obligations deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and counterclaim with respect to such participation setoff as set forth in clause (b) below by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to such Credit Party Borrower in the amount of such participation. (b) After In addition to any rights and remedies of the Lenders provided by law, each Lender and each Issuing Lender shall have the right, without prior notice to the Borrowers, any such notice being expressly waived by the Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) after the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 Lender or Issuing Lender or any branch or agency thereof to or for the credit or the account of any Borrower; provided that if any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the BorrowerAdministrative Agent for further application in accordance with the provisions of Section 2.25 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 Collateral Agent, the Issuing Lenders and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each Issuing Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent after any such set-off setoff and application made by such Lender or such Issuing Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at Bank shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Bank receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Bank receiving such greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Banks, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, provided that, : (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection 9.7(a) shall not be construed to apply to (1x) any payment made by the Borrower or any other Credit Party Company pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Bank), or (2y) any payment obtained by a Lender Bank as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings Reimbursement Obligations to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Company or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis subsection 9.7(a) shall apply). Each Credit Party The Company consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender Bank were a direct creditor of such Credit Party the Company in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders provided by Requirements of Lawbe continuing, each Bank, each Issuing Lender shall have the rightand each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 whatever 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 held, and other obligations (in whatever currency) at any time owing, by such Bank, such Issuing Lender or any branch or agency thereof such Affiliate, to or for the credit or the account of the BorrowerCompany against any and all of the obligations of the Company now or hereafter existing under this Agreement or any other Loan Document to such Bank or such Issuing Lender or their respective Affiliates, irrespective of whether or not such Bank, Issuing Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Company may be contingent or unmatured or are owed to a branch, office or Affiliate of such Bank or such Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Bank 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 subsection 2.24 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders, and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. The rights of each Bank, each Issuing Lender and their respective Affiliates under this subsection 9.6(d) are in addition to other rights and remedies (including other rights of setoff) that such Bank, such Issuing Lender or their respective Affiliates may have. Each Bank and Issuing Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at or any time receive of its Affiliates shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans resulting in such Lender or part such Affiliate receiving payment of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion of the aggregate amount of such Lender’s Loans and accrued interest thereon than any such payment to or collateral the proportion received by any other LenderLender entitled to such payment, if any, in respect of then the Lender receiving (or whose Affiliate received) such other Lender’s Loans, or interest thereon, such benefited Lender greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from participations in the Loans of other Lenders a participating interest in to the extent necessary so that the benefit of all such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as payments shall be necessary to cause such benefited Lender to share shared by the excess payment or benefits of such collateral or proceeds Lenders entitled thereto ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themLoans; provided, however, that, provided that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph (a) shall not be construed to apply to (1) any payment made by the Borrower or any other Credit Party Borrowers pursuant to and in accordance with the express terms of this Agreement and the other Credit DocumentsAgreement, (2) or any payment obtained by a Lender or its Affiliate as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans 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 extensionparticipant. Each Credit Party Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party either Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders and their Affiliates provided by Requirements of Lawlaw, each Lender and its Affiliates shall have the right, without prior notice to the Administrative Borrower, any such notice being expressly waived by the Administrative Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Borrower Borrowers hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Affiliate, branch or agency thereof to or for the credit or the account of the BorrowerParent, either Borrower or any Subsidiary. Each Lender agrees promptly to notify the Administrative Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; Lender or such Affiliate, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Tranche A Exposure or Tranche B Exposure, as applicable, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5Article VIII(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansTranche A Exposure or Tranche B Exposure, as applicable, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansTranche A Exposure or Tranche B Exposure, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, provided that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the any Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Revolving Credit Loans or Competitive Loans or participations in Drawings respect of Letters of Credit to any assignee or participant or (3) participant, other than to 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 Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments this paragraph shall apply, except, for the avoidance of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agreesdoubt, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation for payments made pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationSection 2.15 or Section 10.10(a) hereof). (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender and each of its Affiliates shall have the right, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the any Borrower hereunder or under any Credit Document the Notes (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount amount, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, obligations, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any of its Affiliates or any branch or agency thereof to or for the credit or the account of the such Borrower. Each Lender agrees promptly to notify the Borrower (and applicable Borrower, the Credit Parties, if applicable) Issuing Lender and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, (i) except to the extent that the Loan Documents provide that only the Term Loans shall be secured by the Mortgaged Property of the Borrower or any Subsidiary thereof located in the State of New York (the “New York Collateral”), if any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510(g), (h), (i) or otherwise), in a greater proportion than any such payment to or collateral Collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans, or interest thereon(ii) if, as a result of any exercise of rights and remedies with respect to the New York Collateral, any Lender holding a Term Loan shall at any time receive any payment of all or part of the Obligations owing to it (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10(g), (h), (i) or otherwise), in a greater proportion than any such payment to any other Lender, if any, in respect of the Obligations owing to such other Lender, such benefited Lender shall (each benefited Lender referred to in clauses (i) notify the Administrative Agent of such fact, and (ii) above, a “Benefited Lender”) shall purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral Collateral, or the proceeds thereof, ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment payment, benefits or benefits proceeds is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest. (b) After the occurrence and during the continuance of an Event of DefaultSubject to Section 12.21 hereof, in addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender and its Affiliates shall have the right, without prior notice to Parent, Holdings or the Borrower, any such notice being expressly waived by Parent, Holdings and the Borrower to the extent permitted by applicable Requirements law, after the occurrence and during the continuance of Lawan Event of Default, upon any amount becoming due and payable by the 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 finalfinal but not including any Excluded Accounts (as defined in the Guarantee and Collateral Agreement), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured), at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of Parent, Holdings or the Borrower, as the case may be. Each Lender or its Affiliate, as the case may be, agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent Parent after any such set-off setoff and application made by such Lender; Lender or such Affiliate, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against any of and all the obligations owed to such amount Lender now or hereafter existing hereunder or any other Credit Document any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided, however, provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter of Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any an Event of Default shall have occurred and be continuing, each Lender (a “benefited Lender”) shall and each of their respective Affiliates is hereby authorized at any time receive and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Borrower or any other Credit Party against any and all of the obligations of such Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of such Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Parent Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Lender receiving such greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Lenders, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds applicable Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, provided that, : (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection shall not be construed to apply to (1A) any payment made by the a Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, or (2B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) participant, other than to 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 Credit Party or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extension. this subsection shall apply). (c) Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such each Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such each Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except (x) to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility (or provides for the application of funds arising from the existence of a Defaulting Lender) or (y) to the extent any payment is obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or L/C Disbursements to any Assignee or Participant (other than to the Company or any Restricted Subsidiary thereof, except pursuant to Section 10.06(k)), if any Lender (a “benefited Benefitted Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in Section 11.5paragraph (f) of Article 8, or otherwise), in a proportion greater proportion than its pro rata share of any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereonObligations, such benefited Benefitted Lender shall (i) notify the Administrative Agent and each other Lender of the receipt of such fact, payment and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansObligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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 extensioninterest. Each Credit Party Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Lender’s Obligations deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and counterclaim with respect to such participation setoff as set forth in clause (b) below by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to such Credit Party Borrower in the amount of such participation. (b) After In addition to any rights and remedies of the Lenders provided by law, each Lender (other than any Defaulting Lender) and each Issuing Lender shall have the right, without prior notice to the Borrowers, any such notice being expressly waived by the Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) after the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 Lender or Issuing Lender or any branch or agency thereof to or for the credit or the account of the any Borrower. Each Lender and each Issuing Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent after any such set-off setoff and application made by such Lender or such Issuing Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Tranche A Exposure or Tranche B Exposure, as applicable, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5Article VIII(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansTranche A Exposure or Tranche B Exposure, as applicable, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansTranche A Exposure or Tranche B Exposure, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, provided that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the any Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Revolving Credit Loans or Competitive Loans or participations in Drawings respect of Letters of Credit to any assignee or participant or (3) participant, other than to 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 Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationthis paragraph shall apply). (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender and each of its Affiliates shall have the right, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the any Borrower hereunder or under any Credit Document the Notes (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount amount, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, obligations, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any of its Affiliates or any branch or agency thereof to or for the credit or the account of the such Borrower. Each Lender agrees promptly to notify the Borrower (and applicable Borrower, the Credit Parties, if applicable) Issuing Lender and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at Bank shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Bank receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Bank receiving such greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Banks, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, provided that, : (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection 9.7(a) shall not be construed to apply to (1x) any payment made by the Borrower or any other Credit Party Company pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Bank), or (2y) any payment obtained by a Lender Bank as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Company or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis subsection 9.7(a) shall apply). Each Credit Party The Company consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender Bank were a direct creditor of such Credit Party the Company in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders provided by Requirements of Lawbe continuing, each Lender shall have the rightBank and each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 whatever 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 held, and other obligations (in whatever currency) at any time owing, by such Lender Bank or any branch or agency thereof such Affiliate, to or for the credit or the account of the BorrowerCompany against any and all of the obligations of the Company now or hereafter existing under this Agreement or any other Loan Document to such Bank or its Affiliates, irrespective of whether or not such Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Company may be contingent or unmatured or are owed to a branch, office or Affiliate of such Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Bank 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 subsection 2.22 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. The rights of each Bank and its Affiliates under this subsection 9.6(d) are in addition to other rights and remedies (including other rights of setoff) that such Bank or its Affiliates may have. Each Lender Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Lender receiving such greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Lenders, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, provided that, (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph shall not be construed to apply to (1x) 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, or (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings other than 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 Borrower or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to this paragraph shall apply). The Borrower and any such extension. Each Credit Party Guarantor consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party each the Borrower and any Guarantor rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such Credit Party Guarantor in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders provided by Requirements of Lawbe continuing, each Lender shall have the rightand each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 whatever 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 and other obligations (in whatever currency) at any time owing by such Lender or any branch or agency thereof such Affiliate to or for the credit or the account of the BorrowerBorrower or any Guarantor against any and all of the obligations of the Borrower or such Guarantor now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Guarantor may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or LC Exposure, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in Section 11.57(d) or (e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) interest. Notwithstanding the provisions of this paragraph foregoing, no Lender shall not be construed to apply to (1) exercise 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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights right of set-off and counterclaim against the Borrower in connection with respect to such participation as fully as if such Lender were a direct creditor this Agreement without the consent of such Credit Party in the amount of such participationRequired Lenders. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements law, upon (i) the occurrence and during the continuance of Lawany Event of Default and (ii) the declaration by Lenders having more than 66 2/3 % in aggregate amount of the Commitments (or, if the Commitments have been terminated, by Lenders having more than 66 2/3 % of the Total Exposures) pursuant to Section 7 of the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower; provided that if 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 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set off. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “benefited Benefitted Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.58(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans, or interest thereon, such benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) interest; provided further that no amount received from any Loan Party shall be applied to any Excluded Swap Obligation of such Loan Party; provided further that the provisions of this paragraph shall not be construed to apply to (1v) any payment or prepayment made by or on behalf of the Borrower or any other Credit Loan Party pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender), (2w) the application of cash collateral supporting Letters of Credit and Institutional Letters of Credit from time to time (including the application of funds arising from the existence of a Defaulting Lender), (x) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings Letters of Credit to any assignee or participant or the termination of any Lender’s commitment and non-pro rata repayment of Loans pursuant to Section 2.22, (3y) any disproportionate payment obtained by transactions in connection with an open market purchase or a Lender as Dutch Auction, or (z) in connection with a result transaction pursuant to an Extension Offer, Refinancing Amendment or Incremental Facility Amendment or amendment in connection with a Permitted Refinancing, or Indebtedness incurred pursuant to Section 10.6. For the avoidance of doubt, this Section shall not limit the extension by Lenders ability of Holdings, the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in the Applicable Margin in respect of Restricted Subsidiary to (i) purchase and retire Term Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off an open market purchase or a Dutch Auction or (ii) pay principal, fees, premiums and counterclaim interest with respect to such participation Refinancing Revolving Loans, Refinancing Term Loans, Refinanced Tranche B Term Loans, Incremental Revolving Loans or Incremental Term Loans following the effectiveness of any Refinancing Amendment, any Extension Offer or Incremental Facility Amendment or exchange, as fully as if such Lender were applicable, on a direct creditor basis different from the Loans of such Credit Party in the amount of Class that will continue to be held by Lenders that were not Extending Lenders or Lenders pursuant to such participationIncremental Facility Amendment, as applicable. (b) After In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right after the occurrence and during the continuance of an Event of Default, in addition subject to any rights and remedies the prior written consent of the Lenders provided by Requirements of Law, each Lender shall have the rightAdministrative Agent, without prior notice to Holdings or the Borrower, any such notice being expressly waived by Holdings and the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by Holdings or the 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 then due and payable 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 Lender or any branch or agency thereof to or for the credit or the account of Holdings or the Borrower, as the case may be; provided that if 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 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, the Swingline Lender and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.511.1(I)(f) or (g) hereof, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Credit Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Loan Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Senior Interim Loan Commitments or participations in Drawings 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 Senior Interim Loan Commitments or any increase in the Applicable LIBOR Margin in respect of Loans or Senior Interim Loan Commitments of Lenders that have consented to any such extension. Each Credit Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Loan Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Loan Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Loan Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or LC Exposure, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑off, pursuant to events or proceedings of the nature referred to in Section 11.57(d) or (e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) interest. Notwithstanding the provisions of this paragraph foregoing, no Lender shall not be construed to apply to (1) exercise 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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights right of set-off and counterclaim against the Borrower in connection with respect to such participation as fully as if such Lender were a direct creditor this Agreement without the consent of such Credit Party in the amount of such participationRequired Lenders. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements law, upon (i) the occurrence and during the continuance of Lawany Event of Default and (ii) the declaration by Lenders having more than 66 2/3 % in aggregate amount of the Commitments (or, if the Commitments have been terminated, by Lenders having more than 66 2/3 % of the Total Exposures) pursuant to Section 7 of the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower; provided that if 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 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set‑off. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Documents or (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 in Drawings 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 extensionparticipant. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the its Loans made by itor its participations in L/C Disbursements, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans or participations in L/C Disbursements, or interest thereon, such benefited Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion the Loans and participations in L/C Disbursements of each such the other Lender’s LoansLenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themparticipations in L/C Disbursements; provided, however, that, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (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) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings L/C Disbursements to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Law, upon the occurrence and during the continuance of an Event of Default each Lender and each of its respective Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (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 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 as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the its Loans made by itor its participations in L/C Disbursements or Swing Line Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans or participations in L/C Disbursements or Swing Line Loans, or interest thereon, such benefited Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion the Loans and participations in L/C Disbursements and Swing Line Loans of each such the other Lender’s LoansLenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themparticipations in L/C Disbursements and Swing Line Loans; provided, however, that, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (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) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings L/C Disbursements to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Law, upon the occurrence and during the continuance of an Event of Default each Lender and each of its respective Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (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 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender (a “benefited Lender”) shall at shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans, LC Reimbursement Obligations or part other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans made by itand LC Reimbursement Obligations and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Lender receiving such greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (ia) notify the Administrative Agent of such fact, and (iib) purchase (for cash at face value from value) participations in the Loans, LC Reimbursement Obligations and such other obligations of the other Lenders a participating interest in such portion of each Lenders, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans Loans, LC Reimbursement Obligations and other amounts owing them; provided, however, provided that, : (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph shall not be construed to apply to (1x) 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, or (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings LC Reimbursement Obligations to any assignee or participant participant, other than to Holdings, the Borrower or any Subsidiary thereof (3) any disproportionate payment obtained by a Lender as a result to which the provisions of this paragraph shall apply). Each 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. Each Credit Party Borrower and Holdings consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party Holdings or the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party Holdings or the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders provided by Requirements of Lawbe continuing, each Lender shall have Lender, the rightIssuing Bank, without prior notice and each of their respective Affiliates is hereby authorized at any time and from time to time, to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 whatever 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 and other obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any branch or agency thereof such Affiliate to or for the credit or the account of Holdings or the BorrowerBorrower against any and all of the obligations of Holdings or the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of Holdings or the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent promptly after any such set-off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided, however, provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at shall, by exercising any time receive any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all or part any of the its Loans made by it, or the participations resulting in Letter such Lender receiving payment of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion of the aggregate amount of its Loans and accrued interest thereon than any such payment to or collateral the proportion received by any other LenderLender entitled to such payment, if any, in respect of then the Lender receiving such other Lender’s Loans, or interest thereon, such benefited Lender greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from participations in the Loans of other Lenders a participating interest in to the extent necessary so that the benefit of all such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as payments shall be necessary to cause such benefited Lender to share shared by the excess payment or benefits of such collateral or proceeds Lenders entitled thereto ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themLoans; provided, however, that, provided that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph (a) 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 DocumentsAgreement, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans 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 extensionparticipant. Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerBorrower or any Subsidiary. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided, however, provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter of Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other Credit Party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If any Lender (a “benefited "Benefited Lender”") shall at any time receive any payment in respect of any principal of or interest on all or any part of the principal of its Loans made by it, or the participations in Letter of Credit Obligations held by itowing to such Lender, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5Sections 9.1(g) or (h), or otherwise), in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of the principal of such other Lender’s Loans's Loans to such other Lender, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from each of the other Lenders a participating interest in such portion of each such other Lender’s 's Loans, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; Lenders, provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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 extensioninterest. Each Credit Party consents to the foregoing and agreesagrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including rights of set-off, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim not prohibited by law) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements law, upon the occurrence of Lawan Event of Default and the acceleration of the obligations owing in connection 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 Lender shall have the right, without prior notice to the BorrowerParent Borrower or any other Credit Party, any such notice being expressly waived by the Parent Borrower and each other Credit Party to the extent permitted not prohibited by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (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 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, of the Parent Borrower or such other Credit Party, as the case may be, to such Lender any amount owing from such Lender to the Parent Borrower or such other Credit Party, as the case may be, at, or at any time held or owing 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 Parent Borrower or such other Credit Party, as the case may be, or against any branch or agency thereof to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or the account execution, judgment or attachment creditor of the BorrowerParent Borrower or such other Credit Party, as the case may be, or against anyone else claiming through or against the Parent 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 Lender agrees promptly to notify the Parent Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any an Event of Default shall have occurred and be continuing, each Lender (a “benefited Lender”) shall and each of its Affiliates is hereby authorized at any time receive and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Credit Party against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Parent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Lender receiving such greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Lenders, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds applicable Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, provided that, : (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection shall not be construed to apply to (1A) any payment made by the Borrower or any other a Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, or (2B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) participant, other than to 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 Credit Party or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extension. this subsection shall apply). (c) Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such each Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such each Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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 715000788 12406500715000788 12406500 any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in inIn addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and andto set-off, 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 currencycurrency (other than any tax accounts, royalty trust accounts, withholding or payroll accounts), in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerBorrower (i) in connection with the termination at any time (and regardless of whether an Event of Default shall then exist) of any commodity hedge position to which any Agent or any Lender or any Affiliate of any Agent or any Lender is the counterparty, any amount owing (whether or not then due) by the Borrower hereunder or under any Credit Document; and (ii) after the occurrence and during the continuance of an Event of Default, any amount becoming due and owing by the Borrower hereunder or under any Credit Document. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited benefitedBenefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited benefitedBenefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitedBenefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited benefitedBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.511.1(I)(g) or (h) hereof, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Credit Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Loan Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings 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 LIBOR Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Loan Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Loan Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerBorrower (excluding, for the avoidance of doubt, any Settlement Assets, except to the effect of Settlement Payments such Lender is obligated to make to a third party in respect of such Settlement Assets or as otherwise agreed in writing between the Borrower and such Lenders). Each Lender agrees promptly to notify the Borrower (and the Credit Loan Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any an Event of Default shall have occurred and be continuing, each Lender (a “benefited Lender”) shall and each of its Affiliates is hereby authorized at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant and from time to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returnedtime, to the extent of such recovery, but without interest 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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 and other obligations at any time owing by such Lender or any branch or agency thereof Affiliate to or for the credit or the account of the BorrowerBorrower against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any of such set-off and application made by such Lender; or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and applicationremedies (including other rights of setoff) which such Lender may have. (b) NOTWITHSTANDING THE FOREGOING, AT ANY TIME THAT ANY OF THE SECURED OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT OF SETOFF, LENDER’S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY LOAN DOCUMENT UNLESS IT IS TAKEN WITH THE CONSENT OF THE LENDERS REQUIRED BY SECTION 9.1 OF THIS AGREEMENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL AND VOID. THIS PARAGRAPH SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS.

Adjustments; Set-off. (a) If any Lender Bank (a “benefited Lender”"Benefitted Bank") shall at any time receive any payment in respect of any principal of or interest on all or part of any of its Revolving Credit Loans (other than payment of Swing Line Loans or Bid Loans) or L/C Participating Interests, as the Loans made by itcase may be, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.58, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other LenderBank, if any, in respect of such other Lender’s LoansBank's Revolving Credit Loans or L/C Participating Interests, as the case may be, or interest thereon, such benefited Lender benefitted Bank shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in Banks such portion of each such other Lender’s LoansBank's Revolving Credit Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably in accordance with their Commitment Percentages with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themBanks; provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Bank so purchasing a portion of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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 another Bank's 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender Bank were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such participationset-off. (b) After Upon the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 8(a) or 8(f), in addition to any rights and remedies of the Lenders provided by Requirements of LawAdministrative Agent, each Lender shall have the right, Bank and each Co-Agent are hereby irrevocably authorized at any time and from time to time without prior notice to the BorrowerCompany, any such notice being expressly hereby waived by the Borrower Company, to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 the Administrative Agent, such Lender Bank or such Co-Agent or any branch or agency Affiliate thereof to or for the credit or the account of the BorrowerCompany, or any part thereof in such amounts as the Administrative Agent, such Bank or such Co-Agent may elect, on account of the liabilities of the Company hereunder and under the other Credit Documents and claims of every nature and description of the Administrative Agent, such Bank or such Co-Agent against the Company, in any currency, whether arising hereunder or under any other Credit Document, as the Administrative Agent, such Bank or such Co-Agent may elect, whether or not the Administrative Agent, such Bank or such Co-Agent has made any demand for payment and although such liabilities and claims may be contingent or unmatured. Each Lender agrees promptly to The Administrative Agent, each Bank and each Co-Agent shall notify the Borrower (Company promptly of any such setoff made by it and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; it of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, each Bank and each Co-Agent under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Administrative Agent, such Bank or such Co-Agent may have.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at shall, by exercising any time receive any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all or part any of the its Loans made by it, or the participations resulting in Letter such Lender receiving payment of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion of the aggregate amount of its Loans and accrued interest thereon than any such payment to or collateral the proportion received by any other LenderLender entitled to such payment, if any, in respect of then the Lender receiving such other Lender’s Loans, or interest thereon, such benefited Lender greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from participations in the Loans of other Lenders a participating interest in to the extent necessary so that the benefit of all such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as payments shall be necessary to cause such benefited Lender to share shared by the excess payment or benefits of such collateral or proceeds Lenders entitled thereto ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themLoans; provided, however, that, provided that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph (a) 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 DocumentsAgreement, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans 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 extensionparticipant. Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After Subject to the last paragraph of Section 7.01, after the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by the Orders and applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerBorrower or any Credit Party. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender entitled thereto, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against any of and all the obligations owed to such amount Lender now or hereafter existing hereunder or any other Credit Document any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-set- off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited "Benefitted Lender”") shall at any time receive any payment in respect of any principal of or interest on all or part of any of its Term Loans, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans made by itcase may be, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.5, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or interest thereon, such benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; providedPROVIDED, howeverHOWEVER, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion 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, Commitments or participations in Drawings 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 another Lender's 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, PROVIDED that the failure to give such notice shall not affect the validity of such participationset-off. (b) After Upon the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) or 9(f), in addition to any rights the Administrative Agent and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, are hereby irrevocably authorized at any time and from time to time without prior notice to the BorrowerCompany, any such notice being expressly hereby waived by the Borrower Company, to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 the Administrative Agent or such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit PartiesCompany, if applicable) and or any part thereof in such amounts as the Administrative Agent after or such Lender may elect, on account of the liabilities of the Company hereunder and under the other Credit Documents and claims of every nature and description of the Administrative Agent or such Lender against the Company, in any currency, whether arising hereunder, under any other Credit Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such Lender has made any demand for payment and although such liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify the Company promptly of any such set-off setoff made by it and the application made by such Lender; provided it of the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent and each Lender under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Administrative Agent or such Lender may have.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at Bank shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Bank receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Bank receiving such greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Banks, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, provided that, : (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection 9.7(a) shall not be construed to apply to (1x) any payment made by the Borrower or any other Credit Party Company pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Bank), or (2y) any payment obtained by a Lender Bank as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings Reimbursement Obligations to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Company or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis subsection 9.7(a) shall apply). Each Credit Party The Company consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender Bank were a direct creditor of such Credit Party the Company in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders provided by Requirements of Lawbe continuing, each Bank, each Issuing Lender shall have the rightand each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 whatever 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 held, and other obligations (in whatever currency) at any time owing, by such Bank, such Issuing Lender or any branch or agency thereof such Affiliate, to or for the credit or the account of the BorrowerCompany against any and all of the obligations of the Company now or hereafter existing under this Agreement or any other Loan Document to such Bank or such Issuing Lender or their respective Affiliates, irrespective of whether or not such Bank, Issuing Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Company may be contingent or unmatured or are owed to a branch, office or Affiliate of such Bank or such Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Bank 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 subsection 2.24 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders, and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. The rights of each Bank, each Issuing Lender and their respective Affiliates under this subsection 9.6(d) are in addition to other rights and remedies (including other rights of setoff) that such Bank, such Issuing Lender or their respective Affiliates may have. Each Lender Bank and Issuing Xxxxxx agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Company and the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.. 104

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided, however, provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) 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, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application.. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter of Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other Credit Party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent. -251- #96562806v11

Adjustments; Set-off. (ai) If Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) or 9.21, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owed to such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 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) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply), made pursuant to and in accordance with the Applicable Margin in respect express provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were Lxxxxx had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited "BENEFITED" Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, its Exposure or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5Article X(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, 's Exposure or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, PROVIDED that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph 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) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationthis paragraph shall apply). (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender and each of its Affiliates shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document the Notes (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount amount, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, obligations, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any of its Affiliates or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; provided , PROVIDED that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by itany Class, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereonLoans of such Class, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class; provided, however, provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments = of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, Applicable Law and each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter Letters of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that, but (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings to any assignee or participant 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that but the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter Letters of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.512.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments Loans or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit L/C Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans 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 benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “benefited Benefitted Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.58(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans, or interest thereon, such benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) interest; provided further that no amount received from any Loan Party shall be applied to any Excluded Swap Obligation of such Loan Party; provided further that the provisions of this paragraph shall not be construed to apply to (1v) any payment or prepayment made by or on behalf of the Borrower or any other Credit Loan Party pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documentsapplication of funds arising from the existence of a Defaulting Lender), (2w) the application of cash collateral supporting Letters of Credit from time to time (including the application of funds arising from the existence of a Defaulting Lender), (x) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings Letters of Credit to any assignee or participant or the termination of any Lender’s commitment and non-pro rata repayment of Loans pursuant to Section 2.22 or 2.27, (3y) any disproportionate payment obtained by transactions in connection with an open market purchase or a Lender as “Dutch auction”, or (z) in connection with a result transaction pursuant to an Extension Offer, Refinancing Amendment or Incremental Facility Amendment or amendment in connection with a Permitted Refinancing, or Indebtedness incurred pursuant to Section 10.6. For the avoidance of doubt, this Section shall not limit the ability of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in the Applicable Margin in respect of Restricted Subsidiary to (i) purchase and retire Term Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off an open market purchase or a “Dutch auction” or (ii) pay principal, fees, premiums and counterclaim interest with respect to such participation Refinancing Revolving Loans, Refinancing Term Loans, Refinanced Tranche B Term Loans, Incremental Revolving Loans or Incremental Tranche B Term Loans following the effectiveness of any Refinancing Amendment, any Extension Offer or Incremental Facility Amendment or exchange, as fully as if such Lender were applicable, on a direct creditor basis different from the Loans of such Credit Party in the amount of Class that will continue to be held by Lenders that were not Extending Lenders or Lenders pursuant to such participationIncremental Facility Amendment, as applicable. (b) After In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right after the occurrence and during the continuance of an Event of Default, in addition subject to any rights and remedies the prior written consent of the Lenders provided by Requirements of Law, each Lender shall have the rightAdministrative Agent, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 then due and payable 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that if 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 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, the Swingline Lender and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If Except as contemplated in Section 13.6 or otherwise contemplated by other provisions of this Agreement from time to time (that expressly provide that this Section 13.8 does not apply thereto), if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (By) the provisions of this paragraph clause (a) 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 Agreement, any structuring, consent, arrangement or similar financing fees (whether or not offered ratably to all of the other Credit Documents, (2Lenders) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationassignment itself). (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements law, subject to the provisions of LawSection 12.14, each Lender shall have the right, without prior notice to the BorrowerCredit Parties, any such notice being expressly waived by the Borrower Credit Parties to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Borrower Credit Parties hereunder or under any Credit Document (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, trust, tax, fiduciary, and pxxxx cash accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerCredit Parties. Each Lender agrees promptly that such right is subject to the provisions of Section 12.14, and to notify the Borrower (and the Credit Parties, if applicable) Parties and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “"benefited Lender”") shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Tranche A Exposure or Tranche B Exposure, as applicable, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5Article VIII(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Tranche A Exposure or Tranche B Exposure, as applicable, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Tranche A Exposure or Tranche B Exposure, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, provided that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the any Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Revolving Credit Loans or Competitive Loans or participations in Drawings respect of Letters of Credit to any assignee or participant or (3) participant, other than to 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 Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationthis paragraph shall apply). (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender and each of its Affiliates shall have the right, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the any Borrower hereunder or under any Credit Document the Notes (whether at the stated maturity, by acceleration or otherwise) ), to set-set off and appropriate and apply against such amount amount, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, obligations, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any of its Affiliates or any branch or agency thereof to or for the credit or the account of the such Borrower. Each Lender agrees promptly to notify the Borrower (and applicable Borrower, the Credit Parties, if applicable) Issuing Lender and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.511.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of Table of Contents credit obligations or swingline loans, as applicable; provided, however, provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) 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, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender, the Swingline Lender and the Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided, that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender and the Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application.. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender nor the Swingline Lender or the Letter of Credit Issuer will exercise, or attempt to exercise, any right of set-off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, the Swingline Lender or the Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set-off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Administrative Agent or Collateral Agent. Table of Contents

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the its Loans made by itor its participations in L/C Disbursements or Swing Line Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans or participations in L/C Disbursements or Swing Line Loans, or interest thereon, such benefited Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion the Loans and participations in L/C Disbursements and Swing Line Loans of each such the other Lender’s LoansLenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themparticipations in L/C Disbursements and Swing Line Loans; provided, however, that, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (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) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings L/C Disbursements to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Law, upon the occurrence and during the continuance of an Event of Default each Lender and each of its respective Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (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 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off set‑off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”"BENEFITTED LENDER") shall at any time receive any payment in respect of any principal of or interest on all or part of any of its Term Loans, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans made by itcase may be, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.59, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or interest thereon, such benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; providedPROVIDED, howeverHOWEVER, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion 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, Commitments or participations in Drawings 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 another Lender's 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, PROVIDED that the failure to give such notice shall not affect the validity of such participationset-off. (b) After Upon the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) or 9(f), in addition to any rights the Administrative Agent and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, are hereby irrevocably authorized at any time and from time to time without prior notice to the BorrowerCompany, any such notice being expressly hereby waived by the Borrower Company, to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 the Administrative Agent or such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and Company or any part thereof in such amounts as the Administrative Agent after or such Lender may elect, on account of the liabilities of the Company hereunder and under the other Credit Documents and claims of every nature and description of the Administrative Agent or such Lender against the Company in any currency, whether arising hereunder, or otherwise, under any other Credit Document as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such Lender has made any demand for payment and although such liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify the Company promptly of any such set-off setoff made by it and the application made by such Lender; provided it of the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent and each Lender under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Administrative Agent or such Lender may have.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender (a “benefited "Benefitted Lender”") shall at any time receive any payment in respect of any principal of or interest on all or part of any of its Tranche B Term Loan, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans made by itcase may be, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.510, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Tranche B Term Loan, Revolving Credit Loans or L/C Participating Interests, as the case may be, or interest thereon, such benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Tranche B Term Loan, Revolving Credit Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion 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, Commitments or participations in Drawings 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 another Lender's 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such participationset-off. (b) After Upon the occurrence and during the continuance of an Event of Default, Default specified in addition to any rights and remedies of the Lenders provided by Requirements of LawSection 10(a) or 10(f), each Agent and each Lender shall have the right, are hereby irrevocably authorized at any time and from time to time without prior notice to the BorrowerCompany, any such notice being expressly hereby waived by the Borrower Company, to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 Agent or such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerCompany or any part thereof in such amounts as such Agent or such Lender may elect, on account of the liabilities of the Company hereunder and under the other Credit Documents and claims of every nature and description of such Agent or such Lender against the Company in any currency, whether arising hereunder, or otherwise, under any other Credit Document as such Agent or such Lender may elect, whether or not such Agent or such Lender has made any demand for payment and although such liabilities and claims may be contingent or unmatured. Each Agent and each Lender agrees promptly to shall notify the Borrower (Company promptly of any such setoff made by it and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; it of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Agent and each Lender under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Agent or such Lender may have.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefitted Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.57.1, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereonObligations, such benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansObligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Credit a Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments portion of the Loan or participations in Drawings Commitment 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationparticipant. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Agent, the Lenders (or any affiliates thereof) or any Mercuria Party provided by Requirements law, if an Event of LawDefault shall have occurred and be continuing, Agent, each Lender and any Mercuria Party shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 (i) any and all deposits (general or special, time or demand, provisional or final) and (ii) against the amount owing by the Borrower or any other Loan Party pursuant to the Marketing Agreement (including, without limitation, the Invoice Deduction), in each case, 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 time, if applicable, held or owing by Agent, such Lender or such Mercuria Party (or any branch or agency thereof of any of the foregoing) to or for the credit or the account of the Borrower. Each The Agent, such Lender or such Mercuria Party, as applicable, agrees promptly to notify the promptly Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by Agent, such Lender; Lender or such Mercuria Party, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”"BENEFITED LENDER") (i) shall at any time prior to any date on which the Commitments are terminated and the Loans become due and payable pursuant to Section 11 (an "ACCELERATION") receive any payment in respect of any principal of or interest on all or part of the Loans its Extensions of Credit made by itit to any Borrower, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Extensions of Credit made by it to such Borrower, or interest thereon (in each case except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility) or (ii) shall at any time after an Acceleration receive any payment of all or part of the aggregate amount of the Extensions of Credit made by such benefited Lender to all Borrowers, or interest thereon, or receive any collateral in respect thereof (whether voluntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11(f), or otherwise), in a greater proportion than any such payment or collateral received by any other Lender, if any, in respect by the aggregate amount of the Extensions of Credit made by such Lender to all Borrowers, or interest thereon, then, in each case described in the foregoing clauses (i) and (ii), such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Extensions of Credit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders (to the extent required by the foregoing clause (i) or (ii), as applicable); providedPROVIDED, howeverHOWEVER, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the a Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch branch, agency or agency Affiliate thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Borrowers and the Administrative Agent Agents after any such set-off and application made by such Lender; provided , PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. (c) Notwithstanding the foregoing, no Lender shall institute or commence any proceeding to collect any amounts owed to it hereunder or shall otherwise exercise any remedies (including setoff) with respect to the amounts owed to it unless such Lender shall provide at least five Business Days' (or such shorter period as may be consented to by the General Administrative Agent) prior written notice thereof to the General Administrative Agent.

Adjustments; Set-off. (a) If any Lender (a “benefited "Benefitted Lender”") shall at any time receive any payment in respect of any principal of or interest on all or part of any of its Term Loans, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans made by itcase may be, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.59, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or interest thereon, such benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; providedPROVIDED, howeverHOWEVER, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion 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, Commitments or participations in Drawings 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 another Lender's 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, PROVIDED that the failure to give such notice shall not affect the validity of such participationset-off. (b) After Upon the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) or 9(f), in addition to any rights the Administrative Agent and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, are hereby irrevocably authorized at any time and from time to time without prior notice to the BorrowerCompany, any such notice being expressly hereby waived by the Borrower Company, to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 the Administrative Agent or such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit PartiesCompany, if applicable) and or any part thereof in such amounts as the Administrative Agent after or such Lender may elect, on account of the liabilities of the Company hereunder and under the other Credit Documents and claims of every nature and description of the Administrative Agent or such Lender against the Company, in any currency, whether arising hereunder, under any other Credit Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such Lender has made any demand for payment and although such liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify the Company promptly of any such set-off setoff made by it and the application made by such Lender; provided it of the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent and each Lender under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Administrative Agent or such Lender may have.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”"BENEFITTED LENDER") shall at any time receive any payment in respect of any principal of or interest on all or part of any of its Term Loans, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans made by itcase may be, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.59, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or interest thereon, such benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s 's Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; providedPROVIDED, howeverHOWEVER, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Borrower agrees that each Lender so purchasing a portion of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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 another Lender's 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Borrower notice of any set-off, PROVIDED that the failure to give such notice shall not affect the validity of such participationset-off. (b) After Upon the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) or 9(f), in addition to any rights the Administrative Agent and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, are hereby irrevocably authorized at any time and from time to time without prior notice to the Borrower, any such notice being expressly hereby waived by the Borrower Borrower, to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 the Administrative Agent or such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerBorrower or any part thereof in such amounts as the Administrative Agent or such Lender may elect, on account of the liabilities of the Borrower hereunder and under the other Credit Documents and claims of every nature and description of the Administrative Agent or such Lender against the Borrower in any currency, whether arising hereunder, or otherwise, under any other Credit Document as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such Lender has made any demand for payment and although such liabilities and claims may be contingent or unmatured. Each The Administrative Agent and each Lender agrees promptly to shall notify the Borrower (promptly of any such setoff made by it and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided it of the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent and each Lender under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Administrative Agent or such Lender may have.

Adjustments; Set-off. (a) If any relevant Lender (a “benefited benefitted Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of any of its Loans (other than C$ Prime Loans), L/C Participating Interests or participating interests in C$ Loans, as the Loans made by itcase may be, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 11.510, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other relevant Lender, if any, in respect of such other relevant Lender’s Loans (other than C$ Prime Loans), L/C Participating Interests or participating interests in C$ Loans, as the case may be, or interest thereon, in each case except as otherwise contemplated by this Agreement such benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other relevant Lenders a participating interest in such portion of each such other relevant Lender’s Loans (other than C$ Prime Loans), L/C Participating Interests or participating interests in C$ Loans, as the case may be, or shall provide such other relevant Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themrelevant Lenders; provided, however, that, (A) provided that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Loans (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 than C$ Prime Loans), L/C Participating Interests and/or participating interests 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, Commitments or participations in Drawings 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 C$ 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Borrower notice of any set-off; provided that the failure to give such notice shall not affect the validity of such participationset-off. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon the filing of a petition under any amount becoming due and payable of the provisions of the federal bankruptcy code or amendments thereto, by or against; the making of an assignment for the benefit of creditors by; the application for the appointment, or the appointment, of any receiver of, or of any substantial portion of the property of; the issuance of any execution against any substantial portion of the property of; the issuance of a subpoena or order, in supplementary proceedings, against or with respect to any substantial portion of the property of; or the issuance of a warrant of attachment against any substantial portion of the property of; the 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 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, of the Borrower to such Lender, any amount owing from such Lender to the Borrower, at or at any time held after, the happening of any of the above mentioned events, and as security for such indebtedness, the Borrower hereby grants to each Lender a continuing security interest in any and all deposits, accounts or owing moneys of Borrower then or thereafter maintained with such Lender, subject in each case to subsection 12.7(a) of this Agreement. The aforesaid right of set-off may be exercised by such Lender against the Borrower or against any branch or agency thereof to or trustee in bankruptcy, debtor in possession, assignee for the credit benefit of creditors, receiver or the account execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or 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 making, filing or issuance, or service upon such Lender of, or of notice of, any such petition; assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided, however, provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) 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, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin Rate (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender, the Swingline Lender and each Letter of Credit Issuer agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary, no Lender, no Swingline Lender and no Letter of Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Collateral Agent.

Adjustments; Set-off. (a) If any Lender (a “benefited "benefitted Lender”") (i) shall at any time prior to any date on which the Commitments are terminated and the Loans become due and payable pursuant to Section 11 (an "Acceleration") receive any payment in respect of any principal of or interest on all or part of the Loans its Extensions of Credit made by itit to any Borrower, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Extensions of Credit made by it to such Borrower, or interest thereon (in each case except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility) or (ii) shall at any time after an Acceleration receive any payment of all or part of the aggregate amount of the Extensions of Credit made by such benefitted Lender to all Borrowers, or interest thereon, or receive any collateral in respect thereof (whether voluntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11(f), or otherwise), in a greater proportion than any such benefited payment or collateral received by any other Lender, if any, in respect by the aggregate amount of the Extensions of Credit made by such Lender shall to all Borrowers, or interest thereon, then, in each case described in the foregoing clauses (i) notify the Administrative Agent of such fact, and (ii) ), such benefitted Lender shall purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Extensions of Credit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders (to the extent required by the foregoing clause (i) or (ii), as applicable); provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the a Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch branch, agency or agency Affiliate thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Borrowers and the Administrative Agent Agents after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility, (i) except to the extent that the Loan Documents provide that only the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans shall be secured by the Real Property of the Borrower located in the State of New York (the "New York Collateral"), if any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of its Loans or the Loans made by Reimbursement Obligations owing to it, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.58(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Loans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or (ii) if, as a result of any exercise of rights and remedies with respect to the New York Collateral, any Lender holding a Tranche A Term Loan, a Tranche B Term Loan or a Tranche C Term Loan shall at any time receive any payment of all or part of its Loans owing to it, or interest thereon (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to any other Lender, if any, in respect of such other Lender's Loans or the Reimbursement Obligations owing to such other Lender, or interest thereon, such benefited benefitted Lender shall (each benefitted Lender referred to in clauses (i) notify the Administrative Agent of such fact, and (ii) above, a "Benefitted Lender") shall purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loans and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited "Benefitted -------------------- ---------- Lender”") (i) shall at any time prior to any date on which the Commitments are ------ terminated and the Loans, Reimbursement Obligations or Acceptance Reimbursement Obligations become due and payable pursuant to Section 13 (an "Acceleration") ------------ receive any payment in respect of any principal of or interest on all or part of the Loans its Extensions of Credit made by itit to any Borrower, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Extensions of Credit made by it to such Borrower, or interest thereon (in each case except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility) or (ii) (except as provided with respect to the Tranche C Term Loans 134 in Section 15.18) shall at any time after an Acceleration receive any payment of all or part of the aggregate amount of the Extensions of Credit made by such benefitted Lender to all Borrowers, or interest thereon, or receive any collateral in respect thereof (whether voluntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 13(f), or otherwise), in a greater proportion than any such benefited payment or collateral received by any other Lender, if any, in respect by the aggregate amount of the Extensions of Credit made by such Lender shall to all Borrowers, or interest thereon, then, in each case described in the foregoing clauses (i) notify the Administrative Agent of such fact, and (ii) ), such Benefitted Lender shall purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Extensions of Credit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders (to the extent required by the foregoing clause (i) or (ii), as applicable); provided, however, that, (A) that if all or any portion of such excess -------- ------- payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the a Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) after any applicable grace period, to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch branch, agency or agency Affiliate thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Borrowers and the Administrative Agent Agents after any such set-off and application made by such Lender; , provided that -------- the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any an Event of Default shall have occurred and be continuing, each Lender (a “benefited Lender”) shall and each of its Affiliates is hereby authorized at any time receive and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Credit Party against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Parent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Lender receiving such greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Lenders, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds applicable Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, provided that, : (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph subsection shall not be construed to apply to (1A) any payment made by the Borrower or any other a Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, or (2B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) participant, other than to 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 Credit Party or any increase in Subsidiary thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extension. this subsection shall apply). (c) Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such each Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such each Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited "benefitted Lender”") shall at any time shall receive from either Borrower or any Guarantor any payment in respect of any principal of or interest on all or part of the any Class of Loans made by itor L/C Reimbursement Obligations, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, 9(f) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Loans or L/C Reimbursement Obligations of such Class, or interest thereon, such benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in which hold Loans or L/C Reimbursement Obligations of such Class such portion of each such other Lender’s Loans's Loans or L/C Reimbursement Obligations of such Class, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal each of and accrued interest on their respective Loans and such other amounts owing themLenders; provided, however, thatthat if, at the time of the receipt by the benefitted Lender of such payment or collateral, amounts shall be then due and unpaid in respect of more than one Class, the sharing described in this subsection shall include all Classes with respect to which amounts are then due and unpaid (provided that in no event shall any such sharing which shall occur prior to the date upon which the Loans shall have become due and payable (whether at the stated maturity, by acceleration or otherwise) be effected (i) among Classes in respect of which the obligors are not the same Borrower, (Aii) by the Canadian Term Loan Lenders with any other Class in respect of which the obligor is the Canadian Borrower or (iii) which would result in any Canadian Term Loan Lender receiving amounts in excess of the limits imposed by subsection 4.3(f)(iii)); and provided, further, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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 extensioninterest. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do Borrower agrees that each Lender so under Requirements purchasing a portion of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements another Lender's Loan may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participation.portion. 107 101 (b) After If, as a result of the occurrence and during operation of the continuance second sentence of subsection 2.16(b)(7), any Canadian Revolving Credit Lender shall, on any date upon which all the Loans shall be accelerated in accordance with the last paragraph of Section 9, be the issuer Bankers' Acceptances in an Event aggregate amount which is less than such Canadian Revolving Credit Lender's Canadian Revolving Credit Commitment Percentage of Defaultthe aggregate amount of all the then outstanding Bankers' Acceptances, in such Canadian Revolving Credit Lender shall purchase for cash from each of the other Canadian Revolving Credit Lenders such portion of each such other Canadian Revolving Credit Lender's obligations with respect to then outstanding Bankers' Acceptances as shall be necessary to cause all such obligations with respect to Bankers' Acceptances to be held ratably among the Canadian Revolving Credit Lenders according to their respective Canadian Revolving Credit Commitment Percentages. The Canadian Borrower agrees that each Canadian Revolving Credit Lender so purchasing a portion of another Canadian Revolving Credit Lender's obligations with respect to Bankers' Acceptances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (c) In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the either Borrower, any such notice being expressly waived by the each Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the either Borrower hereunder or under any Credit Document Notes (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the such Borrower. Each Lender agrees promptly to notify the Borrower (Company and the Credit Parties, if applicable) and the US Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the its Loans made by itor its participations in L/C Disbursements, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑off, pursuant to events or proceedings of the nature referred to in Section 11.5clause (f) of Article 7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans or participations in L/C Disbursements, or interest thereon, such benefited Benefited Lender shall purchase (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value value) from the other Lenders a participating interest participations in such portion the Loans and participations in L/C Disbursements of each such the other Lender’s LoansLenders, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be to the extent necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing themparticipations in L/C Disbursements; provided, however, that, that (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 shall not be construed to apply to (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) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments Loans or participations in Drawings L/C Disbursements to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in Subsidiary or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Section 9.7 shall apply). Each Credit Party The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Law, upon the occurrence and during the continuance of an Event of Default each Lender and each of its respective Affiliates shall have the right, without prior notice to the Borrowerany Loan Party, any such notice being expressly waived by the Borrower such Loan Party to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 the obligations under this Agreement any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of any Loan Party; provided that in the Borrowerevent that any Defaulting Lender shall exercise any such right of set-off hereunder, (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 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and their respective Affiliates under this Section 9.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) applicable Loan Party and the Administrative Agent after any such set-off set‑off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Adjustments; Set-off. (a) If Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) or 9.21, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owed to such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 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) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply), made pursuant to and in accordance with the Applicable Margin in respect express provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were Lxxxxx had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements law, while an Event of LawDefault shall be continuing, upon any amount becoming due and payable by the 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.31 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off.

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided, however, provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) 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, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations or Swingline Loans to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Applicable Law, each Lender, the Swingline Lender and each Letter of Credit Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each , as the case may be; provided that, in the event that any Defaulting Lender agrees promptly shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any for further application in accordance with the provisions of Section 2.16 and, pending such set-off and application made payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender; provided that , each Letter of Credit Issuer and the failure Lenders, and (y) the Defaulting Lender shall provide promptly to give such notice shall not affect the validity of such set-off and application.Administrative Agent a statement describing in reasonable detail the -245- #95203802v2296160609v3 #96160609v5

Adjustments; Set-off. (a) If Except as otherwise set forth herein, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or of any Class and/or the participations in Letter letter of Credit Obligations credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.512.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, or interest thereonas applicable, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themof the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided, however, provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower or any other Credit Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Loan Documents, (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings a Letter of Credit Obligations to any assignee or participant or (3z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extensionextension to the extent such transaction is permitted hereunder. Each Credit Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Loan Party in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Applicable Law, each Lender and each Issuing Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of each Administrative Agent, each Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender and each Issuing Xxxxxx agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such LenderPerson; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything in this Section 14.8(b) to the contrary, no Lender and no Issuing Lender will exercise, or attempt to exercise, any right of set off, banker’s lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such Lender or Issuing Lender, as applicable, in each case to the extent the deposits or other proceeds of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior written consent of the Administrative Agent.

Adjustments; Set-off. (a) If Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, (i) except to the extent that the Loan Documents provide that only the Term Loans shall be secured by the Mortgaged Property of the Borrower or any Subsidiary thereof located in the State of New York (the “New York Collateral”), if any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510(g), (h) or (i), or otherwise), in a greater proportion than any such payment to or collateral Collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans, or interest thereon(ii) if, as a result of any exercise of rights and remedies with respect to the New York Collateral, any Lender holding a Term Loan shall at any time receive any payment of all or part of the Obligations owing to it (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10(g), (h) or (i), or otherwise), in a greater proportion than any such payment to any other Lender, if any, in respect of the Obligations owing to such other Lender, such benefited Lender shall (each benefited Lender referred to in clauses (i) notify the Administrative Agent of such fact, and (ii) above, a “Benefited Lender”) shall purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral Collateral, or the proceeds thereof, ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment payment, benefits or benefits proceeds is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest. (b) After the occurrence and during the continuance of an Event of DefaultSubject to Section 12.21 hereof, in addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender and its Affiliates shall have the right, without prior notice to Parent, Holdings or the Borrower, any such notice being expressly waived by Parent, Holdings and the Borrower to the extent permitted by applicable Requirements law, after the occurrence and during the continuance of Lawan Event of Default, upon any amount becoming due and payable by the 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 finalfinal but not including any Excluded Accounts (as defined in the Guarantee and Collateral Agreement), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of Parent, Holdings or the Borrower, as the case may be. Each Lender or its Affiliate, as the case may be, agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent Parent after any such set-off setoff and application made by such Lender; Lender or such Affiliate, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If any Lender (a “benefited Lender”"BENEFITED LENDER") shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s 's Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; providedPROVIDED, howeverHOWEVER, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the interest. The provisions of this paragraph subsection 12.7(a) 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) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase in of its Subsidiaries or Affiliate thereof (as to which the Applicable Margin in respect provisions of Loans or Commitments this subsection 12.7(a) shall apply). The Borrower agrees that each Lender so purchasing a portion of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements another Lender's Loan may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion. (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i) or 9.21, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.57(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owed to such other Lender’s Loans, or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of the Obligations owed to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, that (Ai) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest interest, and (Bii) the provisions of this paragraph Section 9.7 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) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Loans or Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of participant, other than to the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments Borrower or any increase of its Subsidiaries or Affiliates (as to which the provisions of this Section 9.7 shall apply),made pursuant to and in accordance with the Applicable Margin in respect express provisions of Loans or Commitments of Lenders that have consented to any such extensionthis Agreement. Each Credit Party The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under Requirements of Law, agrees that any Lender acquiring holding a participation pursuant in a Loan or Reimbursement Obligation deemed to the foregoing arrangements have been so purchased may exercise against such Credit Party any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of such Credit Party Loan directly to the Borrower in the amount of such participation. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements law, while an Event of LawDefault shall be continuing, upon any amount becoming due and payable by the 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 Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.31 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off.

Adjustments; Set-off. (a) If any Lender (a “benefited "benefitted Lender”") (i) shall at any time prior to any date on which the Commitments are terminated and the Loans become due and payable pursuant to Section 11 (an "Acceleration") receive any payment in respect of any principal of or interest on all or part of the Loans its Extensions of Credit made by itit to any Borrower, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Extensions of Credit made by it to such Borrower, or interest thereon (in each case except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility) or (ii) shall at any time after an Acceleration receive any payment of all or part of the aggregate amount of the Extensions of Credit made by such benefitted Lender to all Borrowers, or interest thereon, or receive any 117 collateral in respect thereof (whether voluntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11(f), or otherwise), in a greater proportion than any such benefited payment or collateral received by any other Lender, if any, in respect by the aggregate amount of the Extensions of Credit made by such Lender shall to all Borrowers, or interest thereon, then, in each case described in the foregoing clauses (i) notify the Administrative Agent of such fact, and (ii) ), such benefitted Lender shall purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Extensions of Credit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders (to the extent required by the foregoing clause (i) or (ii), as applicable); provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest. (b) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the a Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch branch, agency or agency Affiliate thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Borrowers and the Administrative Agent Agents after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application. (c) Notwithstanding the foregoing, no Lender shall institute or commence any proceeding to collect any amounts owed to it hereunder or shall otherwise exercise any remedies (including setoff) with respect to the amounts owed to it unless such Lender shall provide at least five Business Days' (or such shorter period as may be consented to by the General Administrative Agent) prior written notice thereof to the General Administrative Agent.

Adjustments; Set-off. (a) If any Lender (a “benefited "benefitted Lender”") shall at any time shall receive from either Borrower or any Guarantor any payment in respect of any principal of or interest on all or part of the any Class of Loans made by itor L/C Reimbursement Obligations, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, 9(f) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Loans or L/C Reimbursement Obligations of such Class, or interest thereon, such benefited benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in which hold Loans or L/C Reimbursement Obligations of such Class such portion of each such other Lender’s Loans's Loans or L/C Reimbursement Obligations of such Class, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal each of and accrued interest on their respective Loans and such other amounts owing themLenders; provided, however, thatthat if at the time of the receipt by the benefitted Lender of such payment or collateral amounts shall be then due and unpaid in respect of more than one Class, the sharing described in this subsection shall include all Classes with respect to which amounts are then due and unpaid (Aprovided that in no event shall any such sharing which shall occur 113 108 prior to the date upon which the Loans shall have become due and payable (whether at the stated maturity, by acceleration or otherwise) be effected (i) among Classes in respect of which the obligors are not the same Borrower ,(ii) by the Canadian Tranche B Lenders with any other Class in respect of which the obligor is the Canadian Borrower or (iii) which would result in any Canadian Tranche B Lender receiving amounts in excess of the limits imposed by subsection 4.3(f)(iii)); and provided, further, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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 extensioninterest. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do Borrower agrees that each Lender so under Requirements purchasing a portion of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements another Lender's Loan may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in the amount of such participationportion. (b) After If, as a result of the occurrence and during operation of the continuance second sentence of subsection 2.16(b)(7), any Canadian Revolving Credit Lender shall, on any date upon which all the Loans shall be accelerated in accordance with the last paragraph of Section 9, be the issuer Bankers' Acceptances in an Event aggregate amount which is less than such Canadian Revolving Credit Lender's Canadian Revolving Credit Commitment Percentage of Defaultthe aggregate amount of all the then outstanding Bankers' Acceptances, in such Canadian Revolving Credit Lender shall purchase for cash from each of the other Canadian Revolving Credit Lenders such portion of each such other Canadian Revolving Credit Lender's obligations with respect to then outstanding Bankers' Acceptances as shall be necessary to cause all such obligations with respect to Bankers' Acceptances to be held ratably among the Canadian Revolving Credit Lenders according to their respective Canadian Revolving Credit Commitment Percentages. The Canadian Borrower agrees that each Canadian Revolving Credit Lender so purchasing a portion of another Canadian Revolving Credit Lender's obligations with respect to Bankers' Acceptances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (c) In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the either Borrower, any such notice being expressly waived by the each Borrower to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the either Borrower hereunder or under any Credit Document Notes (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the such Borrower. Each Lender agrees promptly to notify the Borrower (Company and the Credit Parties, if applicable) and the US Administrative Agent after any such set-off and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) On the date of occurrence of any Event -------------------------- of Default specified in clause (i) or (ii) of Section 9(f), each Lender shall be deemed to have purchased an interest in the Obligations owing to each other Lender (and, to the extent necessary after giving effect to any actual recoveries on such Obligations, shall actually fund such purchase) such that, after giving effect to all such purchases or deemed purchases, each Lender is owed directly or through such purchase or deemed purchase the portion of the aggregate amount of Obligations then outstanding with respect to each of the Tranche A Term Loan Facility, the Tranche B Term Loan Facility and the Revolving Credit Facility equal to such Lender's ratable share (determined on the basis of the amount of the Commitment of such Lender to such Facility or of the aggregate outstanding principal and/or face amount of Obligations owing to such Lender under such Facility, as the case may be, immediately prior to the occurrence of such Event of Default) of all Obligations then outstanding. Each Lender hereby acknowledges and agrees that its obligation to purchase such Obligations in accordance with the provisions of this Section 12.7(a) shall be irrevocable and unconditional. (b) If any Lender (a “benefited "Benefitted Lender”") in a particular Facility ----------------- shall at any time receive any payment in respect of any principal of or interest on all or part of its Loans or the Loans made by Reimbursement Obligations owing to it, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.59(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, Lender in such Facility in respect of such other Lender’s Loans's Loans or the Reimbursement Obligations owing to such other Lender with respect to such Facility, or interest thereon, such benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders in such Facility a participating interest in such portion of each such other Lender’s Loans's Loans and/or of the Reimbursement Obligations owing to each such other Lender with respect to such Facility, or shall provide such other Lenders in such Facility with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing themsuch Facility; provided, however, that, (A) -------- ------- that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (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, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participationinterest. (bc) After the occurrence and during the continuance of an Event of Default, in In addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the BorrowerCompany, any of the other Borrowers or any of the Foreign Subsidiary Guarantors, any such notice being expressly waived by the Borrower Company, each other Borrower, and each Foreign Subsidiary Guarantor, to the extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the Borrower Company, any other Borrower, or any of the Foreign Subsidiary Guarantors 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 104 or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerCompany, such other Borrower or such Foreign Subsidiary Guarantor. Each Lender agrees promptly to notify the Borrower (and the Credit PartiesCompany, if applicable) such other Borrower, such Foreign Subsidiary Guarantor and the Administrative Agent after any such set-off setoff and application made by such Lender; , provided that the failure to give such notice shall not -------- affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender (a “benefited Benefitted Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of any of its Tranche B Term Loan, Additional Term Loans, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans made by itcase may be, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.510.1(f), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Tranche B Term Loan, Additional Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or interest thereon, such benefited Benefitted Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Tranche B Term Loan, Additional Term Loans, Revolving Credit Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, (A) that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions interest. The Company agrees that each Lender so purchasing a portion 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, Commitments or participations in Drawings 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 another Lender’s 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements and/or L/C Participating Interests may exercise against such Credit Party all rights of payment (including, without limitation, rights of set-off and counterclaim off) with respect to such participation portion as fully as if such Lender were a the direct creditor holder of such Credit Party in portion. The Administrative Agent shall promptly give the amount Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such participationset-off. (b) After Upon the occurrence and during the continuance of an Event of Default, Default specified in addition to any rights and remedies of the Lenders provided by Requirements of LawSection 10.1(a) or 10.1(f), each Agent and each Lender shall have the right, are hereby irrevocably authorized at any time and from time to time without prior notice to the BorrowerCompany, any such notice being expressly hereby waived by the Borrower Company, to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the 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 Agent or such Lender or any branch or agency thereof to or for the credit or the account of the BorrowerCompany or any part thereof in such amounts as such Agent or such Lender may elect, on account of the liabilities of the Company hereunder and under the other Credit Documents and claims of every nature and description of such Agent or such Lender against the Company in any currency, whether arising hereunder, or otherwise, under any other Credit Document as such Agent or such Lender may elect, whether or not such Agent or such Lender has made any demand for payment and although such liabilities and claims may be contingent or unmatured. Each Agent and each Lender agrees promptly to shall notify the Borrower (Company promptly of any such setoff made by it and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; it of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Agent and each Lender under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Agent or such Lender may have.

Adjustments; Set-off. (a) If any Lender (a “benefited Benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by itits Loans, or the participations in Letter of Credit Obligations held by itinterest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, 10.01(h) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, Loans or interest thereon, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact, fact and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with each of the aggregate principal of and accrued interest on their respective Loans and other amounts owing themLenders; provided, however, that, that (Ax) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (By) the provisions of this paragraph Section shall not be construed to apply to (1A) any payment made by or on behalf of the Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and (including the other Credit Documents, application of funds arising from the existence of a Defaulting Lender) or (2B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings 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. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setDB1/ 110631747.4 127 DMSLIBRARY01\28390\059001\36918934.v2-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.5/20/20 (ba) After the occurrence and during the continuance of an Event of Default, to the extent consented to by Administrative Agent, in addition to any rights and remedies of the Lenders provided by Requirements of Lawlaw, each Lender shall have the right, without prior notice to the BorrowerBorrower or any other Credit Party, any such notice being expressly waived by the Borrower Credit Parties to the extent permitted by applicable Requirements of Applicable Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (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 case, whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders under a particular Facility, if any Lender (a “benefited Lender”) shall at shall, by exercising any time receive any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on all any of its Loans or part other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans made by itand accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, or then the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a Lender receiving such greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (ia) notify the Administrative Agent of such fact, and (iib) purchase (for cash at face value from value) participations in the Loans and such other obligations of the other Lenders a participating interest in such portion of each Lenders, or make such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, adjustments as shall be necessary to cause equitable, so that the benefit of all such benefited Lender to share payments shall be shared by the excess payment or benefits of such collateral or proceeds Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, provided that, : (Ai) if any such participations are purchased and all or any portion of such excess the payment or benefits giving rise thereto is thereafter recovered from such benefited Lenderrecovered, such purchase participations shall be rescinded, rescinded and the purchase price and benefits returned, restored to the extent of such recovery, but without interest and interest; and (Bii) the provisions of this paragraph shall not be construed to apply to (1x) any payment made by the Borrower Borrowers, or any other Credit Party of them, pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, or (2y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in Drawings Loans to any assignee or participant or participant, other than to the Borrowers (3) any disproportionate payment obtained by a Lender as a result to which the provisions of this paragraph shall apply). Each 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. Each Credit Party Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party the Borrowers rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party the Borrowers in the amount of such participation. (b) After the occurrence and during the continuance of If an Event of Default, in addition to any rights Default shall have occurred and remedies of the Lenders provided by Requirements of Lawbe continuing, each Lender shall have the rightLender, without prior notice and each of their respective Affiliates is hereby authorized at any time and from time to time, to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable Requirements of Lawlaw, upon any amount becoming due and payable by the 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 whatever 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 and other obligations (in whatever currency) at any time owing by such Lender or any branch or agency thereof such Affiliate to or for the credit or the account of any Borrower against any and all of the Borrowerobligations of any Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) Representative and the Administrative Agent promptly after any such set-off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. Notwithstanding the provisions of Sections 2.15(h) and 9.07(b) of this Agreement and Section 10.14 of the Guarantee and Collateral Agreement, if at any time any Lender or any of its Affiliates maintains one or more deposit accounts for any Borrower into which Medicare and/or Medicaid receivables are deposited or sent for deposit by the payor, such Person waives the rights of setoff set forth in such Sections with respect to such deposit account or deposit accounts.