Common use of Right of Set-Off; Adjustments Clause in Contracts

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a the Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Loan Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each The Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c12.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “"Benefitted Lender”") shall receive any payment of all or part of the obligations owing to it by a the Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such the Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender and each of its Affiliates is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c12.3(e) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a the Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Loan Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each The Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c12.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a the Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such the Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such any Borrower against any and all of the obligations of any Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the applicable Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 11.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrowers in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against any and all of the obligations and liabilities of the Borrower now or hereafter existing under this Agreement held by such Lender. Each Lender agrees promptly to notify the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 11.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted benefitted Lender”) shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender’s Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Lender or is repaid in whole or in part by such benefitted Lender in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c12.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower any Credit Party against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or any Note held by such Bank and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify the affected Credit Party after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 15.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lenderbenefitted Bank”) shall at any time receive any payment of all or part of the obligations amounts owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank’s amounts owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank’s amounts owing to it, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Bank; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 15.4 may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “"Benefitted Lender”") shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or Note held by such and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify Borrower after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 14.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lender”"benefitted Bank") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank's Loans owing to it, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 14.4 may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.29.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e9.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower any Credit Party against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or Note held by such and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify the affected Credit Party after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 14.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lender”"benefitted Bank") shall at any time receive any payment of all or part of the obligations amounts owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank's amounts owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank's amounts owing to it, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Bank; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 14.4 may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender and each of its Affiliates is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a the Borrower and the commencement of remedies described in Section 10.2, each Lender and each of its Affiliates is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each The Borrower hereby agrees that any Person purchasing a participation in the Term Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a the Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such the Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 11.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseBank, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify the Borrower after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 13.9 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lender”"benefitted Bank") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e)setoff, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest Interest in such portion of the obligations owing to each such other LenderBank's Loans owing to it, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such any Applicable Borrower against obligations any and liabilities all of the Obligations of such Borrower to now or hereafter existing under this Agreement, any other Loan Document and the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseNote of such Borrower held by such Lender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement, any other Loan Document or such Notes and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Applicable Borrower, the Global Agent and the Applicable Facility Agent after any such set-off shall be deemed to have been and application made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 13.03(a) are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have. (b) Each Lender agrees that if it shall, through the exercise of a right of banker's lien, set-off, counterclaim or otherwise, obtain payment with respect to its Obligations (other than pursuant to Article VI) which results in its receiving more than its pro rata share of the aggregate payments with respect to all of the Obligations in a specific Facility, or with respect to all of the Obligations in the Total Facilities, after acceleration thereof pursuant to Section 11.01(A) (other than any payment expressly provided hereunder to be distributed on other than a pro rata basis and payments pursuant to Article VI), then (i) such Lender shall be deemed to have simultaneously purchased from the other Applicable Lenders or all Lenders, as the case may be, a share in their Obligations so that the amount of the Obligations held by each of the Applicable Lenders or all Lenders, as the case may be, shall be pro rata and (ii) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payments ratably; provided, however, that for purposes of this Section 13.03(b) the terms "pro rata" and "ratably" shall be determined with respect to the Applicable Commitment Percentage of each Lender after subtraction of amounts, if any, by which any such Lender has not funded its share of the outstanding Loans. If all or any portion of any such excess payment or benefits is thereafter recovered from such Benefitted Lenderthe Lender which received the same, such the purchase provided in this Section 13.03 (b) shall be rescinded, and the purchase price and benefits returned, rescinded to the extent of such recovery, but without interest. The Borrowers expressly consent to the foregoing arrangements and agree that each Lender so purchasing a portion of the other Lenders' Obligations may exercise all rights of payment (including, without limitation, all rights of set-off, banker's lien or counterclaim) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender and each of its Affiliates is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c12.3(e) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.29.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “"Benefitted Lender”") shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e9.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "Benefited Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 3.5 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender; provided that if any Defaulting Lender shall exercise any such right of setoff against any and liabilities all of such the obligations of the Borrower now or hereafter existing under this Agreement, (i) all amounts so set off shall be paid over immediately to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or for further application in accordance with Section 4.8 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 Bank and the Lenders and (ii) the Defaulting Lender shall have made any demand hereunder and although provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such obligations, liabilities or claims, or any Defaulting Lender as to which it exercised such right of them, may be contingent or unmatured, and set off. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 11.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted benefited Lender”) shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof of such Loans or interest thereon (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender’s Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefited Lender or is repaid in whole or in part by such benefited Lender in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest.. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 12.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender; provided that if any Defaulting Lender shall exercise any such right of setoff against any and liabilities all of such the obligations of the Borrower now or hereafter existing under this Agreement, (i) all amounts so set off shall be paid over immediately to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or for further application in accordance with Section 4.8 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 Bank and the Lenders and (ii) the Defaulting Lender shall have made any demand hereunder and although provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such obligations, liabilities or claims, or any Defaulting Lender as to which it exercised such right of them, may be contingent or unmatured, and set off. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 11.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted benefited Lender”) shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof of such Loans or interest thereon (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender’s Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefited Lender or is repaid in whole or in part by such benefited Lender in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a the Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each The Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c12.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “"Benefitted Lender”") shall receive any payment of all or part of the obligations owing to it by a the Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such the Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "Benefited Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 3.5 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a the Borrower and the commencement of remedies described in Section 10.2, each Lender and each of its Affiliates is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each The Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c12.3(e) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a the Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such the Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Guarantor or any Borrower against any and all of the obligations and liabilities of the Guarantor or such Borrower to Borrower, as the Lenders hereundercase may be, now or hereafter existing under the Notes, the other Credit Documents or otherwise, this Agreement irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement and although such obligations, liabilities or claims, or any of them, obligations may be contingent unmatured. Each Lender agrees promptly to notify the Guarantor or unmaturedrelevant Borrower, and as the case may be, after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 12.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. may have. (b) Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular LenderLender or Lenders, if any Lender (a “Benefitted Benefited Lender”) shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender’s Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Guarantor and the Borrowers agree that any Lender so purchasing a participation from a Lender pursuant to this Section 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Guarantor or the relevant Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower any Credit Party against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or Note held by such and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify the affected Credit Party after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 15.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lender”"benefitted Bank") shall at any time receive any payment of all or part of the obligations amounts owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank's amounts owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank's amounts owing to it, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Bank; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 15.4 may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against obligations any and liabilities all of the Obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this SECTION 12.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this SECTION 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation. Nothing in this Section shall limit the right of any Lender to exercise in any right of set off or counterclaim it may have and apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than the Obligations.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Notes held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Notes and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 11.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. may have. (a) Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular LenderLender or Lenders, if any Lender (a “Benefitted benefited Lender”) shall at any time receive any payment of all or part of the obligations Loans (other than Competitive Bid Loans) owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender’s Loans (other than Competitive Bid Loans) owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender’s Loans (other than Competitive Bid Loans) owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, however that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each The Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a the Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such the Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such any Borrower against any and all of the obligations and liabilities of such any Borrower to the Lenders hereunder, now or hereafter existing under the Notes, the other Credit Documents or otherwisethis Agreement, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the applicable Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 8.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted benefited Lender”) shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender’s Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 8.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrowers in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation ----------------------------- during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the -------- ------- failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect and application. The rights of each Lender under this Section are in addition to its participation interest as fully as if other rights and remedies (including, without limitation, other rights of set- off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any ----------------- payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that -------- ------- if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 12.3 may, to the fullest extent permitted ------------- by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to (a) Regardless of the adequacy of any rights now collateral, during the continuance of any Event or hereafter granted under Default, the Borrowers acknowledge that by operation of applicable law any deposits or otherwise, and not other sums credited by way or due from any of limitation of any such rights, upon the occurrence of an Event of Default by Lenders to a Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest securities or other notice property of a Borrower in the possession of such Lender or any kind (all affiliate may be applied to or set off by such Lender against the payment of which rights being hereby expressly waived), to set-off Obligations and to appropriate and apply any and all deposits (general other liabilities, direct or special) and any other indebtedness at any time held indirect, absolute or owing by such Lender (includingcontingent, without limitation branchesdue or to become due, agencies now existing or Affiliates hereafter arising, of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such a Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(cLender. (b) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this SECTION 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of such Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 13.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any 103 110 collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Lender or is repaid in whole or in part by such benefitted Lender in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 13.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligationsobligations may be unmatured. Notwithstanding anything to the contrary contained in this Section 11.5, liabilities each Lender agrees that if it shall set off or claims, apply any deposits in a Fiduciary Account maintained by such Lender it will do so only to the extent such deposits are for the Borrower's or any of them, may be contingent or unmaturedSubsidiary's own account, and such Lender shall not freeze such Fiduciary Account during the exercise of such Lender's rights hereunder. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereundermay have. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if If any Lender (a “Benefitted benefitted Lender”) shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 11.5 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations and liabilities of such the Borrower to the Lenders hereunder, now or hereafter existing under the Notes, the other Credit Documents or otherwisethis Agreement, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrower, the Facility Agent and the Security Trustee after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 8.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except may have. (b) Notwithstanding anything to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lendercontrary herein including clause (a) above, if any Lender (a “Benefitted Lender”) shall at any time receive any payment of all or part of the obligations Loans owing to it it, or interest thereon, or any fees payable by a Borrower under this Credit Agreementor on behalf of the Borrower, Wheels Up or any Affiliate in connection with the transactions contemplated hereby (for the avoidance of doubt, including in connection with any amendments, waivers or consents), 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender’s Loans owing to it, or interest thereon, then such Lender shall provide hold such other Lenders with amounts for the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each benefit of the Lenders; provided, however, Facility Agent and promptly pay such amounts over to the Facility Agent for distribution to the Lenders pro rata in the proportion that if each Lender’s Outstanding Principal Balance bears to the aggregate Outstanding Principal Balance of all Outstanding Loans. If Wheels Up or any portion of such excess payment Affiliate thereof shall propose to acquire any Loans or benefits is thereafter recovered from such Benefitted Lenderparticipations therein, such purchase Wheels Up (or its applicable Affiliate) shall be rescindedfirst offer, and the purchase price and benefits returnedwith ten (10) Business Days’ written notice, to the extent of acquire such recovery, but without interestLoans or participations pro rata from all Lenders in accordance with their respective Outstanding Loans.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted Lender”"BENEFITTED LENDER") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 9.13 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to (a) The Borrower agrees that the Agent and each Lender shall have a lien for all the Obligations of the Borrower upon all deposits or deposit accounts, of any rights kind, or any interest in any deposits or deposit accounts thereof, now or hereafter granted under applicable law pledged, mortgaged, transferred or otherwise, assigned to the Agent or such Lender or otherwise in the possession or control of the Agent or such Lender (other than for safekeeping) for any purpose for the account or benefit of the Borrower and not by way of limitation including any balance of any deposit account or of any credit of the Borrower with the Agent or such rightsLender, upon whether now existing or hereafter established, hereby authorizing the occurrence of Agent and each Lender at any time or times with or without prior notice while an Event of Default by a Borrower and exists to apply such balances or any part thereof to such of the commencement Obligations of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunderthen past due and in such amounts as they may elect, under the Notes, the other Credit Documents and whether or otherwise, irrespective of whether the Administrative Agent not any collateral or the Lenders shall have made any demand hereunder and although such obligationsresponsibility of other Persons primarily, liabilities secondarily or claims, or any of them, otherwise liable may be contingent or unmatureddeemed adequate. For the purposes of this paragraph, all remittances and any such set-off property shall be deemed to have been made immediately upon be in the occurrence possession of an Event of Default even though such charge is made the Agent or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation as soon as the same may be put in the Loans and Commitments transit to it hereunder pursuant to Section 11.3(cby mail or carrier or by other bailee. (b) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Lender or is repaid in whole or in part by such benefitted Lender in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest. For purposes of this Section 12.3(b) the term "pro rata" shall be determined with respect to both the Revolving Credit Commitment of each Lender and to the Total Revolving Credit Commitment after subtraction in each case of amounts, if any, by which any such Lender has not funded its share of the outstanding Revolving Credit Loans and Participations, as the case may be. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including, without limitation, all rights of set-off, banker's lien or counterclaim) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower any Credit Party against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or Note held by such and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify the affected Credit Party after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 14.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lenderbenefitted Bank”) shall at any time receive any payment of all or part of the obligations amounts owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank’s amounts owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank’s amounts owing to it, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Bank; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 14.4 may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation. (c) Each Bank is authorized (but not obligated) to debit any deposit account of the Borrower now or hereafter maintained by the Borrower with such Bank to pay any Obligations that are then due and owing and are not paid within 10 Domestic Business Days after request therefor.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation ----------------------------- during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or Note held by such and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify Borrower after any such set-off and application made by such Bank; provided, however, that the failure to give -------- ------- such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 13.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all ------------ remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lender”"benefitted Bank") shall at any time receive any --------------- payment of all or part of the obligations Advances owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank's Advances owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank's Advances owing to it, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBank; provided, however, that -------- ------- if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 13.4 may, to the fullest extent permitted by Law, ------------ exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note or Notes held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note or Notes and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefited Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower it, or interest thereon other than as permitted under Section 2.13 of this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral Collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Article 9 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a the Borrower and the commencement of remedies described in Section 10.2, each Lender and each of its Affiliates is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each The Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c12.3(e) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a the Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such the Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation ----------------------------- during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note or Notes held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note or Notes and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, -------- however, that the failure to give such notice shall be deemed not affect the validity of ------- such set-off and application. The rights of each Lender under this Section are in addition to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefited Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral Collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits -------- ------- is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Article 9 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, . Each Lender agrees promptly to notify the Borrower and Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 12.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted benefited Lender”) shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender’s Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Parent or the Borrower against any and all of the obligations of the Parent or the Borrower now or hereafter existing under this Agreement and liabilities of the Revolving Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Revolving Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent unmatured. Each Lender agrees promptly to notify the Parent or unmaturedthe Borrower, and as the case may be, after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 13.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 13.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of the Parent or the Borrower (other than any such deposits being held in trust for the benefit of any non-Credit Party third parties) against any and all of the obligations of the Parent or the Borrower against obligations now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 13.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefited Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Revolving Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Revolving Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefited Lender or is repaid in whole or in part by such benefited Lender in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 13.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such any Borrower against any and all of the obligations of any Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the applicable Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 11.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted Lender”"BENEFITED LENDER") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrowers in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender; provided that if any Defaulting Lender shall exercise any such right of setoff against any and liabilities all of such the obligations of the Borrower now or hereafter existing under this Agreement, (i) all amounts so set off shall be paid over immediately to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or for further application in accordance with Section 4.8 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 Bank and the Lenders and (ii) the Defaulting Lender shall have made any demand hereunder and although provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such obligations, liabilities or claims, or any Defaulting Lender as to which it exercised such right of them, may be contingent or unmatured, and set off. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 11.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted benefited Lender”) shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof of such Loans or interest thereon (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender’s Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefited Lender or is repaid in whole or in part by such benefited Lender in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, now or hereafter existing under this Agreement and liabilities of the Notes held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Notes and although such obligations, liabilities or claims, or any of them, obligations may be contingent unmatured. Each Lender agrees promptly to notify the Guarantor or unmaturedrelevant Borrower, and as the case may be, after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 12.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. may have. (b) Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular LenderLender or Lenders under a particular Facility, if any Lender (a “Benefitted "benefited Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Guarantor and the Borrowers agree that any Lender so purchasing a participation from a Lender pursuant to this Section 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Guarantor or the relevant Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to (a) Upon the occurrence and during the continuance of any rights now or hereafter granted under applicable law or otherwiseEvent of Default, and not by way of limitation of any such rights, upon the occurrence exercise by the Agent of an Event of Default by a Borrower and the commencement of remedies described remedy provided for in Section 10.210.2(a), each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “"Benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 3.5 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.29.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness Indebtedness at any time held or owing by such Lender (including, without limitation including branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower any Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default Default, even though such charge is made or entered on the books of such Lender subsequent thereto. Each The Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c11.3(e) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Each Lender agrees to notify the Administrative Agent promptly after such setoff and application; provided, that the failure to give such notice shall not affect the validity of such setoff and application. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a the Borrower under this Credit Agreement, 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 10.1(e9.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower any Credit Party under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower any Credit Party against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or Note held by such and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify the affected Credit Party after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 14.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lender”"benefited Bank") shall at any time receive any payment of all or part of the obligations amounts owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank's amounts owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefited Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank's amounts owing to it, 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 Benefitted Lender benefited Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Bank; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefited Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 14.4 may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this SECTION 13.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or S-106 114 otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this SECTION 13.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 12.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefited Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender and the Issuing Bank (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such any Applicable Borrower against obligations any and liabilities all of the Obligations of such Borrower to now or hereafter existing under this Agreement, any other Loan Document and the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseNote of such Borrower held by such Lender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement, any other Loan Document or such Notes and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Applicable Borrower, and the Agent after any such set-off shall be deemed to have been and application made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.03(a) are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have. (b) Each Lender, the Issuing Bank and the Special Issuing Bank agrees that if it shall, through the exercise of a right of banker's lien, set-off, counterclaim or otherwise, obtain payment with respect to its Obligations (other than pursuant to Article V hereof) which results in its receiving more than its pro rata share of the aggregate payments with respect to all of the Obligations, after acceleration thereof pursuant to Section 10.01(A) hereof (other than any payment expressly provided hereunder to be distributed on other than a pro rata basis and payments pursuant to Article V hereof), then (i) such Lender or Issuing Bank shall be deemed to have simultaneously purchased from the other applicable Lenders or all Lenders, as the case may be, a share in their Obligations so that the amount of the Obligations held by each of the applicable Lenders or all Lenders, as the case may be, shall be pro rata and (ii) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payments ratably; provided, however, that for purposes of this Section 12.03(b) the terms "pro rata" and "ratably" shall be determined with respect to the Applicable Commitment Percentage of each Lender after subtraction of amounts, if any, by which any such Lender has not funded its share of the outstanding Loans. If all or any portion of any such excess payment or benefits is thereafter recovered from such Benefitted Lenderthe Lender which received the same, such the purchase provided in this Section 12.03(b) shall be rescinded, and the purchase price and benefits returned, rescinded to the extent of such recovery, but without interest. The Borrowers expressly consent to the foregoing arrangements and agree that each Lender so purchasing a portion of the other Lenders' Obligations may exercise all rights of payment (including, without limitation, all rights of set-off, banker's lien or counterclaim) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation Upon the xxxxxxxxxx xxd during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations and liabilities of such the Borrower to the Lenders hereundernow or hereafter existing under this Agreement, under the Notes, the under any other Credit Documents Document or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand under hereunder or thereunder and although such obligations, liabilities or claims, obligations may be unmatured and regardless of the adequacy of any other collateral securing the Obligations. Each Credit Party hereby irrevocably waives any obligation that any Lender may have to any set-off based on the failure of any Agent or any Lender to exercise any rights that it may have with respect to any other collateral prior to the exercise of them, may be contingent or unmatured, and any set-off. Each Lender agrees promptly to notify the Borrower after any such set-off shall be deemed to have been and application made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion the failure to give such notice shall not affect the validity of such excess payment or benefits is thereafter recovered from set-off and application. The rights of each Lender under this Section 12.2 are in addition to other rights and remedies (including other rights of set-off) that such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interestLender may have.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 12.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set- off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of the Borrowers against any and all of the obligations of the Borrowers now or hereafter existing under this Agreement and the Note held 86 by such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although the payment of such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and not have been accelerated. Each Lender agrees promptly to notify the Borrowers after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating participation interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrowers agree that any Lender so purchasing a participation from a Lender pursuant to this Section 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of either of the Borrowers in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during ----------------------------- the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books -------- ------- validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 11.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without ------------ limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or -------- ------- benefits is thereafter recovered from such Benefitted Lenderbenefitted Lender or thereafter is repaid in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 ------------ may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "Benefited Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 3.4 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although the payment of such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and not have been accelerated. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower any Credit Party against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or Note held by such and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify the affected Credit Party after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 14.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lenderbenefitted Bank”) shall at any time receive any payment of all or part of the obligations amounts owing to it by a Borrower in respect of the Obligations arising under this Credit Agreementthe Loan Papers, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank’s amounts owing to it in respect of such other Lender by such Borrower under this Credit AgreementObligations, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank’s amounts owing to it in respect of such Obligations, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Bank; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interestinterest and (ii) the provisions of this Section 14.4(b) shall not be construed to apply to any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Revolving Loan or participations in payments or disbursements to any assignee or participant under Letters of Credit, the 2008 Bonds, the 2009 Bonds and/or any Additional Permitted Revenue Bonds, as applicable, other than to Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 14.4(b) shall apply). Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 14.4 may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to (a) Upon the occurrence and during the continuance of any rights now or hereafter granted under applicable law or otherwiseEvent of Default, and not by way of limitation of any such rights, upon the occurrence exercise by Agent of an Event of Default by a Borrower and the commencement of remedies described remedy provided for in Section 10.29.2, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower against any and all of the obligations of Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify Borrower after any such set-off and application made by such Lender; provided, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off off) that such Lender may have. (b) In the event that Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 9.2, all payments received by Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by Borrower hereunder, then to all indemnity obligations then due and payable by Borrower hereunder, then to all of Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Notes and any termination payments due in respect of a Hedging Agreement with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of pro rata in accordance with all or part such amounts due), then to the principal amount of the obligations owing to it by a Borrower under this Credit Agreement, 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 10.1(e), or otherwise)Notes, 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 by such Borrower under this Credit Agreement, such Benefitted Lender order as Required Lenders shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interestelect.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.29.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness Indebtedness at any time held or owing by such Lender (including, without limitation including branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower any Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default Default, even though such charge is made or entered on the books of such Lender subsequent thereto. Each The Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c11.3(e) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Each Lender agrees to notify the Administrative Agent promptly after such setoff and application; provided, that the failure to give such notice shall not affect the validity of such setoff and application. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a the Borrower under this Credit Agreement, 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 10.1(e9.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower any Credit Party under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such any Borrower (other than for safekeeping or collateral accounts for other Persons) against obligations any and liabilities all of the Obligations of such Borrower to now or hereafter existing under this Agreement, any other Loan Document and the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseNotes held by such Lender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement, any other Loan Document or such Notes and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, . Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 12.04(a) are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans (excluding Competitive Bid Loans) or Reimbursement Obligations owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans (excluding Competitive Bid Loans) or Reimbursement Obligations owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 12.04(b) may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of such Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower in writing after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 13.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 13.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower any Credit Party against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or Note held by such and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify the affected Credit Party after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 15.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lender”"BENEFITTED BANK") shall at any time receive any payment of all or part of the obligations amounts owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank's amounts owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank's amounts owing to it, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Bank; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 15.4 may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this SECTION 12.3 are in the Loans addition to other 87 94 rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this SECTION 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this SECTION 11.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this SECTION 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent unmatured or unmatured, and otherwise fully-secured. Each Lender agrees promptly to notify the Borrower in writing after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 13.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 13.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or Note held by such and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify Borrower after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 15.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lender”"benefitted Bank") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank's Loans owing to it, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Bank; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 15.4 may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 12.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted benefitted Lender”) shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender’s Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or Note held by such and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify Borrower after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 14.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lender”"benefitted Bank") shall at any time receive any payment of all or part of the obligations Revolving Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank's Revolving Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank's Revolving Loans owing to it, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 14.4 may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and subject to the commencement terms of remedies described in Section 10.2the Intercreditor Agreement, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of the Borrowers against any and all of the obligations of the Borrowers now or hereafter existing under this Agreement and the Note held by such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although the payment of such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and not have been accelerated. Each Lender agrees promptly to notify the Borrowers after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loan owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender’s Loan owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating participation interest in such portion of the obligations owing to each such other Lender’s Loan owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrowers agree that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of either of the Borrowers in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this SECTION 12.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Lender or is repaid in whole or in part by such benefitted Lender in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this SECTION 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such any Borrower against any and all of the obligations and liabilities of such Borrower to now or hereafter existing under this Agreement and the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseNote held by such Lender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify such Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 12.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrowers agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 12.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation ----------------------------- during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender Bank (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of such Borrower against obligations any and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseObligations, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder under this Agreement or Note held by such and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Bank agrees promptly to notify Borrower after any such set-off and application made by such Bank; provided, however, that the failure to give -------- ------- ---- such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Each Borrower hereby agrees that any Person purchasing a participation The rights of each Bank under this Section 15.4 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all ------------ remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if Bank may have. (b) If any Lender Bank (a “Benefitted Lender”"benefitted Bank") shall at any time receive any payment --------------- of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the obligations such other Bank's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the obligations owing to each such other LenderBank's Loans owing to it, 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 Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Bank; provided, however, that if all or any -------- ------- ---- portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower agrees that any Bank so purchasing a participation from a Bank pursuant to this Section 15.4 may, to the fullest extent permitted by Law, exercise all ------------ of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at 84 any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this SECTION 11.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any payment of all or part of the obligations Loans (other than Competitive Bid Loans) owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans (other than Competitive Bid Loans) owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans (other than Competitive Bid Loans) owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this SECTION 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during ----------------------------- the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of the Borrowers against any and all of the obligations of the Borrowers now or hereafter existing under this Agreement and the Note held by such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although the payment of such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and not have been accelerated. Each Lender agrees promptly to notify the Borrowers after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books -------- ------- validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefitted Lender”") shall at any time receive any ----------------- payment of all or part of the obligations Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or -------- ------- benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrowers agree that any Lender so purchasing a participation from a Lender 116 pursuant to this Section 13.3 may, to the fullest extent permitted by law, ------------ exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrowers in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits Affiliates) to or for the credit or the account of any Borrower or any Guarantor against any and all of the obligations of any Borrower or any Guarantor now or hereafter existing under this Agreement and the Note held by such Borrower against obligations and liabilities of such Borrower to the Lenders hereunderLender, under the Notes, the or any other Credit Documents or otherwiseLoan Document, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note or such other Loan Document and although such obligations, liabilities or claims, or any of them, obligations may be contingent unmatured. Each Lender agrees promptly to notify the applicable Borrower or unmatured, and Guarantor after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 13.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefited Lender”") shall at any time receive (A) any payment of all or part of the obligations Loans owing to it by it, or interest thereon (a Borrower under this Credit Agreement"Subject Payment"), or (B) 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 10.1(e), or otherwise) ("Subject Collateral"), in a greater proportion proportion, respectively, than any such payment to the other Lenders in the Term Loan Facility, Revolving Credit Facility or Asset Sale Term Loan Facility (the "Applicable Facility") in respect of which the Subject Payment was made, or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender , in the case of a Subject Payment, shall purchase for cash from the other Lenders in the Applicable Facility a participating interest in such portion of the obligations owing to each such other Lender's Loans under the Applicable Facility owing to it, or and in the case of Subject Collateral shall provide such the other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share each Subject Payment or the excess payment or benefits of such collateral ratably with each of the LendersSubject Collateral or proceeds ratably; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefited Lender or is repaid in whole or in part by such benefited Lender in good faith settlement of a pending or threatened avoidance claim, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryrecovery or settlement payment, but without interest. Each Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 13.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the applicable Borrowers in the amount of such participation.

Right of Set-Off; Adjustments. In addition to any rights now or hereafter granted under applicable law or otherwise, (a) Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates any of such Lender wherever locatedits affiliates) to or for the credit or the account of such the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseLender, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation under this Section 13.3 are in the Loans addition to other rights and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if may have. (b) If any Lender (a “Benefitted "benefited Lender”") shall at any time receive any payment of all or part of the obligations Revolving Loans owing to it by a Borrower under this Credit Agreementit, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations such other Lender's Revolving Loans owing to such other Lender by such Borrower under this Credit Agreementit, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Revolving Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, 110 and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 13.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.