Common use of Offset Rights Clause in Contracts

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender Holder maintains a right of offset pursuant to the terms of the Investor Notes Secured Purchaser Note that, under certain circumstances, permits Lender Holder to deduct amounts owed by Borrower Company under this Note Debenture from amounts otherwise owed by Lender Holder under the Investor Notes Secured Purchaser Note (the “Lender Holder Offset Right”), and (b) at any time Borrower the parties hereto acknowledge and agree that the Company shall be entitled to deduct and offset any amount owing by the initial Lender Holder under the Investor Notes Secured Purchaser Note from any amount owed by Borrower the Company under this Note Debenture, including in connection with the issuance of Common Stock by the Company to the Holder pursuant to a conversion effected pursuant to Section 4(a) hereof, Amortization Payment or any other issuance of Common Stock as provided in the Transaction Documents (the “Borrower Company Offset Right”). In order to exercise the Borrower Holder Offset Right or the Company Offset Right, Borrower respectively, the offsetting party must deliver to Lender the other party (ai) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit DA, and (bii) in connection with the exercise of a Company Offset Right, the original Investor Purchaser Note being offset marked “cancelled” or, in the event the applicable Investor Purchaser Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00Holder. In the event that BorrowerCompany’s exercise of the Borrower Company Offset Right results in the full satisfaction of BorrowerCompany’s obligations under this NoteDebenture, Lender Holder shall return the original Note Debenture to Borrower Company marked “cancelled” or, in the event this Note Debenture has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to BorrowerCompany. For The Holder, any assignee, and the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions Company by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, the unpaid and unconverted principal amount of this Debenture or the principal balance of the Secured Purchaser Note that are satisfied by way of a Borrower Offset Rightmay be less than the amount stated on the face hereof.

Offset Rights. Notwithstanding anything To the extent that Xxxxxxxx fails to pay from the contrary herein or Tenant Improvement Allowance amounts due to Contractor, Architects, Engineers and Tenant’s Agents in any accordance with the terms hereof; and such amounts remain unpaid for thirty (30) days after notice from Tenant, then without limiting Tenant’s other remedies under the Lease, as amended hereby, Tenant may, after Landlord’s failure to pay such amounts within five (5) business days after Xxxxxx’s delivery of a second notice from Tenant delivered after the expiration of such 30-day period, pay same and deduct the amount thereof from the Rent next due and owning under the Lease, as amended hereby, including interest at the Interest Rate from the due date until the date of the other Transaction DocumentsRent offset. Notwithstanding the foregoing, if during either the 30-day or 5-day period set forth above, Landlord (ai) the parties hereto acknowledge delivers notice to Tenant that it reasonably and agree that Lender maintains a right of offset pursuant to the terms in good faith disputes any portion of the Investor Notes that, under certain circumstances, permits Lender amounts claimed to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes be due (the “Lender Offset RightAllowance Dispute Notice”), and (bii) pays any amounts not in dispute, Tenant shall have no right to offset any amounts against rent, but may institute legal action to recover such amounts from Landlord. Notwithstanding of the foregoing in the event Tenant institutes legal action as provided herein and is adjudged the prevailing party in such action, Landlord shall pay the amount of such award, including interest at any time Borrower the Interest Rate, and if Landlord fails to pay, Tenant shall be entitled entitled, automatically, to deduct and offset any the amount owing by of such award against the initial Lender Base Rent next coming due under the Investor Notes Lease, as amended hereby, including interest at the Interest Rate from any amount owed by Borrower under this Note (the “Borrower Offset Right”)due date until the date of the Rent offset. In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” orFurther, in the event Tenant is adjudged the applicable Investor Note has been lostprevailing party, stolen or destroyed, any delay actually caused to Tenant as a lost note affidavit in result of Landlord’s failure to pay the disputed amount shall be deemed to be a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations “Landlord Caused Delay” under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions 5 of this Note that are satisfied by way of a Borrower Offset RightTenant Work Letter.

Offset Rights. Notwithstanding anything To the extent that Landlord fails to pay from the contrary herein or Tenant Improvement Allowance amounts due to Contractor, Architects, Engineers and Tenant’s Agents in any accordance with the terms hereof, and such amounts remain unpaid for thirty (30) days after notice from Tenant, then without limiting Tenant’s other remedies under the Lease, Tenant may, after Landlord’s failure to pay such amounts within five (5) business days after Tenant’s delivery of a second notice from Tenant delivered after the expiration of such 30-day period, pay same and deduct the amount thereof from the Rent next due and owning under the Lease, including interest at the Interest Rate from the due date until the date of the other Transaction DocumentsRent offset. Notwithstanding the foregoing, if during either the 30-day or 5-day period set forth above, Landlord (ai) the parties hereto acknowledge delivers notice to Tenant that it reasonably and agree that Lender maintains a right of offset pursuant to the terms in good faith disputes any portion of the Investor Notes that, under certain circumstances, permits Lender amounts claimed to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes be due (the “Lender Offset RightAllowance Dispute Notice”), and (bii) at pays any time Borrower amounts not in dispute, Tenant shall be entitled have no right to deduct and offset any amount owing by amounts against rent, but may institute legal action to recover such amounts from Landlord. Notwithstanding of the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” orforegoing, in the event Tenant institutes legal action as provided herein and is adjudged the applicable Investor Note has been lostprevailing party in such action, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in Landlord shall pay the amount of $250.00. In such award, including interest at the event that Borrower’s exercise Interest Rate, and if Landlord fails to pay, Tenant shall be entitled, automatically, to offset the amount of such award against the Base Rent next coming due under the Lease, including interest at the Interest Rate from the due date until the date of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” orRent offset. Further, in the event this Note has been lostTenant is adjudged the prevailing party, stolen or destroyed, any delay actually caused to Tenant as a lost note affidavit in result of Landlord’s failure to pay the disputed amount shall be deemed to be a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in “Landlord Caused Delay” under Section 1 hereof with respect to any portions 5 of this Note that are satisfied by way of a Borrower Offset RightTenant Work Letter.

Offset Rights. Notwithstanding anything To the extent that Landlord fails to pay from the contrary herein or Tenant Improvement Allowance amounts due to Contractor, Architects, Engineers and Tenant’s Agents in any accordance with the terms hereof, and such amounts remain unpaid for thirty (30) days after notice from Tenant, then without limiting Tenant’s other remedies under the Lease, as amended hereby, Tenant may, after Landlord’s failure to pay such amounts within five (5) business days after Xxxxxx’s delivery of a second notice from Tenant delivered after the expiration of such 30-day period, pay same and deduct the amount thereof from the Rent next due and owning under the Lease, as amended hereby, including interest at the Interest Rate from the due date until the date of the other Transaction DocumentsRent offset. Notwithstanding the foregoing, if during either the 30-day or 5-day period set forth above, Landlord (ai) the parties hereto acknowledge delivers notice to Tenant that it reasonably and agree that Lender maintains a right of offset pursuant to the terms in good faith disputes any portion of the Investor Notes that, under certain circumstances, permits Lender amounts claimed to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes be due (the “Lender Offset RightAllowance Dispute Notice”), and (bii) at pays any time Borrower amounts not in dispute, Tenant shall be entitled have no right to deduct and offset any amount owing by amounts against rent, but may institute legal action to recover such amounts from Landlord. Notwithstanding of the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” orforegoing, in the event Tenant institutes legal action as provided herein and is adjudged the applicable Investor Note has been lostprevailing party in such action, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in Landlord shall pay the amount of $250.00. In such award, including interest at the event that Borrower’s exercise Interest Rate, and if Landlord fails to pay, Tenant shall be entitled, automatically, to offset the amount of such award against the Base Rent next coming due under the Lease, as amended hereby, including interest at the Interest Rate from the due date until the date of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” orRent offset. Further, in the event this Note has been lostTenant is adjudged the prevailing party, stolen or destroyed, any delay actually caused to Tenant as a lost note affidavit in result of Landlord’s failure to pay the disputed amount shall be deemed to be a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in “Landlord Caused Delay” under Section 1 hereof with respect to any portions 5 of this Note that are satisfied by way of a Borrower Offset RightTenant Work Letter.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes Note that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes Note (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes Note from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit DC, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) If while this Note is outstanding the parties hereto acknowledge Post-Closing Adjustment is a negative number and agree that Lender maintains a right of offset the Purchase Price Adjustment Escrow Fund is insufficient to cover the entire amount payable by Sellers to Buyer pursuant to the terms Section 2.06(d)(i) of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes Agreement (the amount of such deficiency, the “Lender Offset RightAdjustment Escrow Fund Deficiency Amount”), the then-outstanding principal amount of this Note shall be automatically debited, reduced and offset by an amount equal to the Adjustment Escrow Fund Deficiency Amount (but not below zero) by written notice to Payee (less any interest that accrued on such Adjustment Escrow Fund Deficiency Amount from the date of issuance of this Note through and including the date on which such automatic debit, reduction and offset occurs). For clarification purposes, the foregoing shall not relieve Payee (or Sellers’ if Sellers are not Payee) of Payee (or Sellers’ if Sellers are not Payee) obligation to pay the remaining amount of the Post Closing Adjustment (if any) pursuant to Section 2.06(d)(i) of the Agreement unless Maker or any of its Affiliates (as defined in the Agreement) exercise its right pursuant to this Section 9. (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under If while this Note is outstanding Sellers shall become liable for Losses under Article VIII of the Agreement, subject to the limitations, adjustments, procedures (the “Borrower Offset Right”). In including any procedures regarding order to exercise the Borrower Offset Right, Borrower must deliver to Lender of recovery) and provisions set forth therein (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In such Losses, the event that Borrower’s exercise of “Loss Amount”), the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions then-outstanding principal amount of this Note shall be automatically debited, reduced and offset by an amount equal to the Loss Amount (but not below zero) by written notice to Payee (less any interest that accrued on such Loss Amount from the date of issuance of this Note through and including the date on which such automatic debit, reduction and offset occurs). For clarification purposes, the foregoing shall not relieve Payee (or Sellers’ if Sellers are satisfied by way not Payee) of a Borrower Offset RightPayee (or Sellers’ if Sellers are not Payee) obligation to pay the remaining amount of the Post Closing Adjustment (if any) pursuant to Section 2.06(d)(i) of the Agreement unless Maker or any of its Affiliates (as defined in the Agreement) exercise its right pursuant to this Section 9.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender Holder maintains a right of offset pursuant to the terms of the Investor Notes Secured Purchaser Note that, under certain circumstances, permits Lender Holder to deduct amounts owed by Borrower Company under this Note Debenture from amounts otherwise owed by Lender Holder under the Investor Notes Secured Purchaser Note (the “Lender Holder Offset Right”), and (b) at any time Borrower the parties hereto acknowledge and agree that the Company shall be entitled to deduct and offset any amount owing by the initial Lender Holder under the Investor Notes Secured Purchaser Note from any amount owed by Borrower the Company under this Note Debenture, including in connection with the issuance of Common Stock by the Company to the Holder pursuant to a conversion effected pursuant to Section 4(a) hereof, or any other issuance of Common Stock as provided in the Transaction Documents (the “Borrower Company Offset Right”). In order to exercise the Borrower Holder Offset Right or the Company Offset Right, Borrower respectively, the offsetting party must deliver to Lender the other party (ai) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit DA, and (bii) in connection with the exercise of a Company Offset Right, the original Investor Purchaser Note being offset marked “cancelled” or, in the event the applicable Investor Purchaser Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00Holder. In the event that BorrowerCompany’s exercise of the Borrower Company Offset Right results in the full satisfaction of BorrowerCompany’s obligations under this NoteDebenture, Lender Holder shall return the original Note Debenture to Borrower Company marked “cancelled” or, in the event this Note Debenture has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to BorrowerCompany. For The Holder, any assignee, and the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions Company by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, the unpaid and unconverted principal amount of this Debenture or the principal balance of the Secured Purchaser Note that are satisfied by way of a Borrower Offset Rightmay be less than the amount stated on the face hereof.

Offset Rights. Notwithstanding anything (a) Each Guarantor agrees that, in addition to (and without limitation of) any right of set-off, bankers’ lien or counterclaim a Lender may otherwise have, to the contrary herein fullest extent not prohibited by applicable law, each Lender shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default to offset balances held by it for the account of any Guarantor at any of its offices, in Dollars or in any other currency, against any obligations of Guarantors hereunder or under any other Loan Document, which is not paid when due, in which case it shall promptly notify the other Transaction Documentsaffected Guarantor and Agent thereof, (a) provided that such Lender’s failure to give such notice shall not affect the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and validity thereof. (b) at If a Lender shall obtain payment of any obligation then due hereunder or under any other Loan Document to such Lender, through the exercise of any right of set-off, banker’s lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made by, or other obligations under the Loan Documents of, the other Lenders in such amounts, and make such other adjustments from time Borrower to time as shall be entitled equitable to deduct and offset the end that all the Lenders shall share the benefit of such payment (net of any amount owing expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with their respective Commitment Percentages. To such end all the Lenders shall make appropriate adjustments among themselves (by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower resale of participations sold or otherwise) if such payment is rescinded or must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and otherwise be restored. (c) Guarantors agree, that any Lender so purchasing a check payable participation in the Loans made by, or other obligations under the Loan Documents of, other Lenders may to the fullest extent it may effectively do so under applicable law, exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of such Loans or other obligations in the amount of $250.00such participation. In Nothing contained herein shall require any Lender to exercise any such right or shall affect the event that Borrower’s exercise right of any Lender to exercise, and retain the Borrower Offset Right results in the full satisfaction benefits of Borrower’s obligations under this Noteexercising, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof such right with respect to any portions other Indebtedness of this Note that are satisfied by way of a Borrower Offset RightGuarantors.

Offset Rights. Notwithstanding anything To the extent that Landlord fails to pay from the contrary herein or Tenant Improvement Allowance amounts due to Contractor, Architects, Engineers and Tenant's Agents in any accordance with the terms hereof, and such amounts remain unpaid for thirty (30) days after notice from Tenant, then without limiting Tenant's other remedies under the Lease, Tenant may, after Landlord's failure to pay such amounts within five (5) business days after Tenant's delivery of a second notice from Tenant delivered after the expiration of such 30-day period, pay same and deduct the amount thereof from the Rent next due and owning under the Lease, including interest at the Interest Rate from the due date until the date of the other Transaction DocumentsRent offset. Notwithstanding the foregoing, if during either the 30-day or 5-day period set forth above, Landlord (ai) the parties hereto acknowledge delivers notice to Tenant that it reasonably and agree that Lender maintains a right of offset pursuant to the terms in good faith disputes any portion of the Investor Notes that, under certain circumstances, permits Lender amounts claimed to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes be due (the “Lender Offset Right”"Allowance Dispute Notice"), and (bii) at pays any time Borrower amounts not in dispute, Tenant shall be entitled have no right to deduct and offset any amount owing by amounts against rent, but may institute legal action to recover such amounts from Landlord. Notwithstanding of the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” orforegoing, in the event Tenant institutes legal action as provided herein and is adjudged the applicable Investor Note has been lostprevailing party in such action, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in Landlord shall pay the amount of $250.00. In such award, including interest at the event that Borrower’s exercise Interest Rate, and if Landlord fails to pay, Tenant shall be entitled, automatically, to offset the amount of such award against the Base Rent next coming due under the Lease, including interest at the Interest Rate from the due date until the date of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” orRent offset. Further, in the event this Note has been lostTenant is adjudged the prevailing party, stolen or destroyed, any delay actually caused to Tenant as a lost note affidavit in result of Landlord's failure to pay the disputed amount shall be deemed to be a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in "Landlord Caused Delay" under Section 1 hereof with respect to any portions 5 of this Note that are satisfied by way of a Borrower Offset RightTenant Work Letter.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Secured Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Secured Investor Notes (the “"Lender Offset Right”"), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Secured Investor Notes from any amount owed by Borrower under this Note (the “"Borrower Offset Right”"). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Secured Investor Note being offset marked “"cancelled” " or, in the event the applicable Secured Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s 's exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s 's obligations under this Note, Lender shall return the original Note to Borrower marked “"cancelled” " or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender Xxxxxx maintains a right of offset pursuant to the terms of the Investor Notes Note that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes Note (the “Lender Offset Right”), and (b) in the event of the occurrence of any Investor Note Default (as defined in the Investor Note), or at any time other time, Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes Note from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (ai) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit Dnotice, and (bii) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that BorrowerXxxxxxxx’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender Xxxxxx shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower Xxxxxxxx shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit DA, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes Note that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes Note (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes Note from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto Idec, Transferee and Perrigo acknowledge and agree that Lender maintains a Biogen Idec's obligation to pay the Applicable Percentage of Contingent Payments to Transferee shall be subject to Biogen Idec's right of offset pursuant to the terms under Section 12.4 of the Investor Notes thatAsset Purchase Agreement to offset Third Party Claim Offset Amounts and Direct Claim Offset Amounts against Contingent Payments, under certain circumstancesprovided that the Contingent Payments payable to Transferee may only be offset by the amount obtained by multiplying the Third Party Claim Offset Amount or Direct Claim Offset Amount, permits Lender to deduct amounts owed as applicable, by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and Applicable Percentage. (b) at In addition to any time Borrower shall be entitled rights of Biogen Idec under the Asset Purchase Agreement to offset against or reduce, or deduct and offset any amount owing by from, the initial Lender under the Investor Notes from any amount owed by Borrower under Applicable Percentage of Contingent Payments due to Transferee as expressly set forth in this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset RightAgreement, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” orBiogen Idec may, in its sole discretion and from time to time, offset against the event Applicable Percentage of Contingent Payments due to Transferee an amount equal to all or a portion of any Losses incurred by Biogen Idec or any of its lndemnitees arising out of, or resulting from, Transferee's breach of any of the applicable Investor Note has been lostobligations included within the Assigned Interests, stolen or destroyed, a lost note affidavit in a form reasonably acceptable subject to Lender, all of the following terms and conditions: (ci) a check payable to Lender in Biogen Idec shall determine the amount of $250.00. such Losses reasonably and in good faith; (ii) Such breach by Transferee has not been cured within sixty (60) days of written notice thereof from Biogen Idec; (iii) Transferee has failed to pay or reimburse Biogen Idec such Losses within thirty (30) days after Transferee's receipt of a request for and reasonable documentation of such Losses, which request shall serve as notice of Biogen Idec's intent to offset if Transferee fails to pay or reimburse Biogen Idec such Losses within thirty (30) days; (iv) Biogen Idec has notified Transferee of the offset, whether in the request delivered pursuant to Section 5(b)(iii) of this Agreement or otherwise; and (v) In the event Biogen Idec subsequently agrees or it is subsequently determined (pursuant to an Action in court) that Borrower’s exercise all or any portion of such Losses offset by Biogen Idec pursuant to this Section 5(b) did not arise out of, or result from, Transferee's breach of any of the Borrower obligations included within the Assigned Interests (the "Improperly Offset Right results in Losses"), Biogen Idec shall reimburse Transferee, within thirty (30) days of such agreement or determination, the full satisfaction Improperly Offset Losses, together with simple interest calculated from the date the Contingent Payment against which the Improperly Offset Losses were offset was otherwise due, at the rate of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to BorrowerLIBOR plus 125 basis points. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions purposes of this Note that are satisfied Agreement, "LIBOR" shall mean, on any date, the rate determined and published for such date by way of a Borrower Offset Rightthe British Bankers Association as one-month LIBOR.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender Lxxxxx maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that BorrowerBxxxxxxx’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender Lxxxxx shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower Bxxxxxxx shall not incur any Prepayment Premium set forth in Section 1 10 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. B. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 1.1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right. For the further avoidance of doubt, in the event Borrower exercises the Borrower Offset Right, all principal and interest accrued on the applicable Investor Note or Notes being offset shall be offset against the Outstanding Balance of this Note, and the corresponding OID and interest accrued thereunder shall also be offset against the Outstanding Balance of this Note such that it shall be as if the applicable Investor Note or Notes were never included as part of the Transaction Documents. For illustration purposes, if after the first year, Borrower exercised the Borrower Offset Right with respect to Investor Note #1, the initial principal balance of $250,000.00 of such Investor Note plus all interest accrued on such Investor Note plus the $25,000.00 OID attributable to such Investor Note plus all interest accrued on the $25,000.00 portion of the OID shall all be offset against and used to reduce the Outstanding Balance of this Note.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 10 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Secured Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Secured Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Secured Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Secured Investor Notes and the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Secured Investor Notes and the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Secured Investor Notes and the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.