Common use of Set Off and Sharing of Payments Clause in Contracts

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers Issuer provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b(b) or upon the acceleration of the Loans, each Lender and each the Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such the Issuer arising under the Loan Documents, any amount owing from such Lender or such the Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such the Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such the Issuer prior to the making, filing or issuance of, service upon such Lender or such the Issuer of, or notice to such Lender or such the Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such the Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable Law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon Default, subject to the acceleration terms and conditions contained herein and with the prior written consent of the LoansAdministrative Agent, each Lender and each L/C Issuer shall have the rightis hereby authorized at any time or from time to time, without prior notice to the Borrowerany Loan Party or to any other Person, any such notice being hereby expressly waived by the Borrowerwaived, to set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Loan Party (regardless of whether such balances are then due to such Loan Party) and any other properties or assets any time held or owing by that Lender or that holder to or for the credit or for the account of any Loan Party against and on account of any of the Obligations which are not paid when due. Any Lender or L/C Issuer exercising a right to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligations shall purchase for cash (and the other Lenders or L/C Issuers shall sell) such participations in each such other Lender’s or L/C Issuer’s Pro Rata Share of the Obligations as would be necessary to cause such Lender or L/C Issuer to share the amount so set off or otherwise received with each other Lender or L/C Issuer in accordance with their respective Pro Rata Shares and in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligations. Each Loan Party agrees, to the fullest extent permitted by Law, that upon the occurrence and during the continuance of any Event of Default (a) any Lender or L/C Issuer may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such amount so set off to other Lenders and L/C Issuers and (b) any Lender or L/C Issuer so purchasing a participation in the Loans made or other Obligations held by other Lenders or L/C Issuers may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or L/C Issuer were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the set-off and apply against any indebtedness amount or other liability, whether matured or unmatured, of payment otherwise received is thereafter recovered from the Borrower to such Lender or such Issuer arising under that has exercised the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may off, the purchase of participations by that Lender shall be exercised by such Lender or such Issuer against rescinded and the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrantpurchase price restored without interest. Each Lender and each other L/C Issuer agree promptly agrees to notify the Borrower and the Administrative Agent promptly after each any such set-off setoff and application made by such Lender or such Issuer, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Set Off and Sharing of Payments. (a) In Subject to Section 8.2(k), in addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after the occurrence and during the continuance of an any Event of Default under Section 9.1(aDefault, each US Lender is hereby authorized by US Borrowers at any time or from time to time, with reasonably prompt subsequent notice to US Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such US Lender at any of its offices for the account of any US Borrower or Section 9.1(bany of its Domestic Subsidiaries (regardless of whether such balances are then due to any US Borrower or its Domestic Subsidiaries), and (B) other property at any time held or upon owing by such US Lender to or for the acceleration credit or for the account of any US Borrower or any of its Domestic Subsidiaries, against and on account of any of the Loans, each Obligations; except that no US Lender and each Issuer shall have exercise any such right without the right, without prior notice written consent of US Agent. Notwithstanding anything herein to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable lawcontrary, the aforesaid right failure to give notice of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-set off and application made by such US Lender or such Issuer, provided that the failure to give such notice US Borrower Representative shall not affect the validity of such set-set off and application. Any US Lender exercising a right to set off shall purchase for cash (and the other US Lenders shall sell) interests in each of such other US Tranche A Lender’s and US Tranche A1 Lender’s Pro Rata Share of the US Obligations as would be necessary to cause all US Lenders to share the amount so set off with each other US Lender entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. US Borrowers agree, to the fullest extent permitted by law, that any US Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the US Obligations and upon doing so shall deliver such amount so set off to the US Agent for the benefit of all US Lenders entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such IssuerLender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers Issuer provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each the Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such the Issuer arising under the Loan Documents, any amount owing from such Lender or such the Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such the Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such the Issuer prior to the making, filing or issuance of, service upon such Lender or such the Issuer of, or notice to such Lender or such the Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such the Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers Issuer provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b(b) or upon the acceleration of the Loanspayment of the Loans and Reimbursement Obligations, each Lender and each the Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrowerany Credit Party, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower any Credit Party to such Lender or such the Issuer arising under the Loan Documents, any amount owing from such Lender or such the Issuer to the Borrowersuch Credit Party. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such the Issuer against the Borrower a Credit Party or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrowersuch Credit Party, or against anyone else claiming through or against the Borrower such Credit Party or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such the Issuer prior to the making, filing or issuance of, service upon such Lender or such the Issuer of, or notice to such Lender or such the Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each the Issuer agree promptly to notify the Borrower applicable Credit Party and the Administrative Agent after each such set-off and application made by such Lender or such the Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender is hereby authorized by Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice to Borrower being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; provided, that each Issuer Lender exercising such rights shall notify Agent thereof prior to exercise, shall refrain from exercising such right until Agent shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower confirmed to such Lender or that such Issuer arising under exercise will not prejudice the Loan Documentsrights of the Lenders, and any amount owing from received as a result of the exercise of such rights shall be shared in accordance with Subsection 3.8. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender's pro rata share of the Obligations as would be necessary to cause such Lender or to share such Issuer excess with each other Lender in accordance with their respective Revolving Loan Percentages. Borrower agrees, to the Borrower. To the fullest extent permitted by applicable law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the aforesaid right of set-off may be exercised by Obligations and upon doing so shall deliver such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee excess to Agent for the benefit of creditors, receiver, or execution, judgment or attachment creditor of all Lenders in accordance with the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and applicationRevolving Loan Percentages.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b(b) or upon the acceleration of the Loans, to the extent permitted by applicable law, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such IssuerLender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightholder of any Note is hereby authorized by Borrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower (any such prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (A) balances held by such Lender or such Issuer against holder at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (B) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due. Any Lender or holder of any Note hereby agrees that all amounts set off and applied pursuant to this subsection shall be shared among the Lenders or holders in accordance with their respective Pro Rata Shares and each Lender or holder hereby agrees to promptly pay to such other Lender or holder or to purchase for cash (and the other Lender's or holder shall sell) participations in such other Lender's or holder's Pro Rata Share of the Obligations in order to effect such sharing at the time of such set off and application. Borrower agrees, to the makingfullest extent permitted by law, filing that (a) any Lender or issuance ofholder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations to other Lenders and holders, service upon all as more particularly set forth in the preceding sentence and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such IssuerLender, provided PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a8.01(a) or Section 9.1(b8.01(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, liability of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such IssuerLender, provided provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance continuation of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender is hereby authorized by Borrower at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent and each Issuer shall have the right, without prior notice to the Borrower, Borrower or any other Person other than Agent (such notice being hereby expressly waived waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrower (regardless of whether such balances are then due to any Borrower ), and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of any Borrower, against and on account of any of the Obligations which are not paid when due; provided, that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender that has exercised its right to set-off and apply against or otherwise has received any indebtedness or other liability, whether matured or unmatured, payment on account of the Borrower Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such Issuer arising under the Loan Documents, any amount owing excess payment or benefits is thereafter recovered from such Lender or purchasing Lender, such Issuer purchase shall be rescinded, and the purchase price and benefits returned, to the Borrowerextent of such recovery. To Borrower agrees, to the fullest extent permitted by applicable law, that (y) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the aforesaid right Obligations and may sell participations in such excess to other Lenders and holders, and (z) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off may be exercised by off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer against were a direct holder of Loans and other Obligations in the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers Issuer provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b(b) or upon the acceleration of the Loanspayment of the Notes, each Lender and each the Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such the Issuer arising under the Loan Documents, any amount owing from such Lender or such the Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such the Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such the Issuer prior to the making, filing or issuance of, service upon such Lender or such the Issuer of, or notice to such Lender or such the Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such the Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable lawlaw and regardless of the adequacy of any Collateral, the aforesaid right of set-with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or such Issuer against holder at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (b) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the makingcredit or for the account of Borrower or any of its Subsidiaries, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or any such Issuer of, or holder shall exercise any such right without the prior written notice to such Lender or such Issuer ofAgent; provided, any petitionhowever, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to Borrower or to any other Person shall not affect the validity of such set-off and application. Any Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of Revolving Loans shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holders in accordance with their respective Pro Rata Share; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized at any time or from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived by the Borrower, to set-off offset and to appropriate and apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender to or for the credit or for the account of Borrower against and on account of any indebtedness or other liability, whether matured or unmatured, of the Borrower Obligations that are not paid when due. Any Lender exercising a right to offset or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders shall sell) such participations in each such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or such Issuer arising under the Loan Documentsotherwise received with each other Lender in accordance with their respective Pro Rata Shares. Borrower agrees, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the aforesaid Obligations and may sell participations in such amount so offset to other Lenders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of set-off may off, the purchase of participations by that Lender shall be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower rescinded and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and applicationpurchase price restored without interest.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (A) balances held by such Lender or such Issuer against holder at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (B) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer holder to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Agent. Any Lender which has exercised its right to set off shall, to the makingextent the amount of any such set off exceeds its Pro Rata Share of the Obligations, filing purchase for cash (and the other Lenders or issuance ofholders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, service upon to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, the aforesaid right of set-with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or such Issuer against holder at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (b) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the makingcredit or for the account of Borrower or any of its Subsidiaries, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or any such Issuer of, or holder shall exercise any such right without the prior written notice to such Lender or such Issuer ofAgent; provided, any petitionhowever, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to Borrower or to any other Person shall not affect the validity of such set-off and application. Any Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash participations in each such other Lender's or holder's Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off set‑off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off set‑off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off set‑off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off set‑off and application made by such Lender or such IssuerLender, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after the occurrence and during the continuance of If an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loansshall have occurred and be continuing, each Lender Lender, each Issuing Lender, and each Issuer shall have the rightof their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived fullest extent permitted by the BorrowerApplicable Law, to set-set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such Issuing Lender or any such Affiliate, to or for the credit or the account of Borrower or any other Loan Party against any indebtedness or other liability, whether matured or unmatured, and all of the obligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuer arising Issuing Lender or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lender or Affiliate shall have made any demand under the this Agreement or any other Loan DocumentsDocument and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, any amount owing from office or Affiliate of such Lender or such Issuer to Issuing Lender different from the Borrower. To branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that, in the extent permitted by applicable law, the aforesaid event that any Defaulting Lender shall exercise any such right of set-setoff, (x) all amounts so set off may shall be exercised paid over immediately to Administrative Agent for further application in accordance with the provisions of Subsection 1.17 and, pending such payment, shall be segregated by such Defaulting Lender or such Issuer against the Borrower or against any trustee from its other funds and deemed held in bankruptcy, custodian, debtor in possession, assignee trust for the benefit of creditorsAdministrative Agent, receiverthe Issuing Lenders, or executionand the Lenders, judgment or attachment creditor of and (y) the Borrower, or against anyone else claiming through or against Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Borrower or Obligations owing to such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that Defaulting Lender as to which it exercised such right of set-off shall not have been exercised by setoff. The rights of each Lender, each Issuing Lender and their respective Affiliates under this Subsection 6.6 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warranttheir respective Affiliates may have. Each Lender and each Issuer agree promptly Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after each any such set-off setoff and application made by such Lender or such Issuerapplication; provided that, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (A) balances held by such Lender or such Issuer against the Borrower or against holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditors, receiver, Borrower (regardless of whether such balances are then due to Borrower) and (B) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer holder to or for the credit or for the account of Borrower, against and on account of any of the Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Agent. Any Lender which has exercised its right to set off shall, to the makingextent the amount of any such set off exceeds its Pro Rata Share of the Obligations, filing purchase for cash (and the other Lenders or issuance ofholders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, service upon to the fullest extent permitted by law, that after an Event of Default (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightholder of any Note and each of their respective Affiliates is hereby authorized at any time or from time to time, without prior notice to the Borrowerany Loan Party or to any other Person, any such notice being hereby expressly waived by the Borrowerwaived, to set-set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to such Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender, that holder or that Affiliate to or for the credit or for the account of any Borrower or Guarantor against and on account of any indebtedness or other liability, whether matured or unmatured, of the Borrower Obligations which are not paid when due. Any Lender or holder of any Note or any Affiliate of either exercising a right to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share of the Obligations shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender or holder to share the amount so set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares. Each Loan Party agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such Issuer arising under amount so set off to other Lenders and holders and (b) any Lender or holder so purchasing a participation in the Loan DocumentsLoans made or other Obligations held by other Lenders or holders may exercise all rights of set off, any amount owing from bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such Issuer to participation. Notwithstanding the Borrower. To foregoing, if all or any portion of the extent permitted by applicable lawset off amount or payment otherwise received is thereafter recovered from Lender, holder or Affiliate that has exercised the right of set off, the aforesaid right purchase of set-off may participations by that Lender shall be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower rescinded and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and applicationpurchase price restored without interest.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers Issuer provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each the Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off set‑off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such the Issuer arising under the Loan Documents, any amount owing from such Lender or such the Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off set‑off may be exercised by such Lender or such the Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off set‑off shall not have been exercised by such Lender or such the Issuer prior to the making, filing or issuance of, service upon such Lender or such the Issuer of, or notice to such Lender or such the Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off set‑off and application made by such Lender or such the Issuer, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such IssuerLender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightholder of any Amended Revolving Credit Note is hereby authorized at any time or from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived by the Borrowerwaived, to set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor Subsidiary (regardless of whether such balances are then due to Borrower or such Guarantor Subsidiary) and any other properties or assets any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor Subsidiary against and on account of any of the Obligations which are not paid when due. Any Lender or holder of any Amended Revolving Credit Note having a right to set off shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Revolving Credit Advances made or other Obligations held by other Lenders or holders may exercise all rights of set-off and apply against any indebtedness off, bankers' lien, counterclaim or other liability, whether matured or unmatured, of the Borrower similar rights with respect to such participation as fully as if such Lender or such Issuer arising under holder were a direct holder of Revolving Credit Advances and other Obligations in the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightholder of any Note and each of their respective Affiliates is hereby authorized at any time or from time to time, without prior notice to the Borrowerany Loan Party or to any other Person, any such notice being hereby expressly waived by the Borrowerwaived, to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, and all balances held by it at any of its offices for the account of the Borrower or any Guarantor (regardless of whether such balances are then due to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcyGuarantor) and any other properties or assets at any time held or owing by that Lender, custodian, debtor in possession, assignee that holder or that Affiliate to or for the benefit credit or for the account of creditors, receivers, the Borrower or execution, judgment any Guarantor against and on account of any of the Obligations which are not paid when due. Any Lender or attachment creditor, notwithstanding holder of any Note or any Affiliate of either exercising a right to set off or otherwise receiving any payment on account of the fact that Obligations in excess of its Pro Rata Share of the Obligations shall purchase for cash (and the other Lenders or holders shall sell) such right participations in each such other Lender's or holder's Pro Rata Share of set-off shall not have been exercised by the Obligations as would be necessary to cause such Lender or such Issuer prior holder to share the amount so set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares. Each Loan Party agrees, to the makingfullest extent permitted by law, filing that (a) any Lender or issuance ofholder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such amount so set off to other Lenders and holders and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set off, service upon bankers, lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower Loans and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that other Obligations in the failure to give such notice shall not affect the validity amount of such set-participation. Notwithstanding the foregoing, if all or any portion of the set off amount or payment otherwise received is thereafter recovered from the Lender, holder or Affiliate that has exercised the right of set off, the. purchase of participations by that Lender shall be rescinded and applicationthe purchase price restored without interest.

Set Off and Sharing of Payments. (a) In Subject to Section 8.2(q), in addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower (any such prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (A) balances held by such Lender or such Issuer against at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (B) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such Issuer right without the prior written consent of Agent (such consent not to be unreasonably withheld). Notwithstanding anything herein to the makingcontrary, filing or issuance of, service upon such Lender or such Issuer of, or the failure to give notice to such Lender or such Issuer of, of any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-set off and application made by such Lender or such Issuer, provided that the failure to give such notice Borrower shall not affect the validity of such set-set off and application. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender entitled to share in the amount so set off in accordance with their respective Pro Rata Shares; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 8.5(e) 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 Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to Agent for the benefit of all Lenders entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender is hereby authorized by Holdings and each Issuer shall have the rightBorrowers at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower Representative (any such prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (a) balances held by such Lender or such Issuer against the Borrower or against holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditorsany Loan Party (regardless of whether such balances are then due to such Loan Party), receiver, and (b) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer holder to or for the credit or for the account of any Loan Party, against and on account of any of the Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Agent. Any Lender which has exercised its right to set off shall, to the makingextent the amount of any such set off exceeds its Pro Rata Share of the Obligations, filing purchase for cash (and the other Lenders or issuance ofholders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Holdings and Borrowers agree to the fullest extent permitted by law, service upon that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, the aforesaid right of set-with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or such Issuer against holder at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (b) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the makingcredit or for the account of Borrower or any of its Subsidiaries, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or any such Issuer of, or holder shall exercise any such right without the prior written notice to such Lender or such Issuer ofAgent; provided, any petitionhowever, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to Borrower or to any other Person shall not affect the validity of such set-off and application. Any Term Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Term Lenders on account of such Obligations, purchase for cash (and the other Term Lenders or holders of the Term Loan shall sell) participations in each such other Term Lender's or holder's Pro Rata Share of Obligations as would be necessary to cause such Term Lender to share such excess with each other Term Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Term Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Any Revolving Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all the Revolving Lenders on account of such Obligations shall, to the extent the amount of any such set off or payment exceeds it Pro Rata Share of payments obtained by all the Revolving Lenders on account of such Obligations, purchase for cash (and the other Revolving Lenders or holders of Revolving Loans shall sell) participations in each such other Revolving Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Revolving Lender to share such excess with each other Revolving Lenders or holders in accordance with their respective Pro Rata Share; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Revolving Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers Issuer provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each the Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off set‑off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such the Issuer arising under the Loan Documents, any amount owing from such Lender or such the Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off set‑off may be exercised by such Lender or such the Issuer against the Borrower or against any trustee in CVS Caremark 2013 Credit Agreement bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off set‑off shall not have been exercised by such Lender or such the Issuer prior to the making, filing or issuance of, service upon such Lender or such the Issuer of, or notice to such Lender or such the Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off set‑off and application made by such Lender or such the Issuer, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance continuation of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender is hereby authorized by Borrower at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent and each Issuer shall have the right, without prior notice to the Borrower, Borrower or any other Person other than Agent (such notice being hereby expressly waived waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower ), and (b) other Collateral at any time held or owing by such Lender to or for the credit or for the account of Borrower, against and on account of any of the Obligations which are not paid when due; provided, that no Lender or any such holder shall exercise any such right without prior written Katapult SPV-1 LLC – Loan and Security Agreement notice to Agent. Any Lender that has exercised its right to set-off and apply against or otherwise has received any indebtedness or other liability, whether matured or unmatured, payment on account of the Borrower Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such Issuer arising under the Loan Documents, any amount owing excess payment or benefits is thereafter recovered from such Lender or purchasing Lender, such Issuer purchase shall be rescinded, and the purchase price and benefits returned, to the Borrowerextent of such recovery. To Borrower agrees, to the fullest extent permitted by applicable law, that (y) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the aforesaid right Obligations and may sell participations in such excess to other Lenders and holders, and (z) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off may be exercised by off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer against were a direct holder of Loans and other Obligations in the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loansany Termination Event, each Lender and each Issuer shall have the rightholder of any Note is hereby authorized at any time or from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived (but subject to Section 2.3(b)(i)), to set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of the Borrower (regardless of whether such balances are then due to the Borrower) and any other properties or assets any time held or owing by that Lender or that holder to or for the credit or for the account of the Borrower against and on account of any of the Borrower Obligations which are not paid when due. Any Lender or holder of any Note exercising a right to set off or otherwise receiving any payment on account of the Borrower Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Borrower Obligations as would be necessary to cause such Lender to share the amount so set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares. Each Lender’s rights and obligations pursuant to this Section 11.7 are in addition to and not in limitation of its obligations to purchase a participation equal to its Pro Rata Share of the Swing Line Advance pursuant to Section 2.1(e) and make a Revolving Credit Advance pursuant to Section 2.19(c) and Section 2.6(c). The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Borrower Obligations and may sell participations in such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of set off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Advances and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the set-off and apply against any indebtedness amount or other liability, whether matured or unmatured, of payment otherwise received is thereafter recovered from the Borrower to such Lender or such Issuer arising under that has exercised the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may off, the purchase of participations by that Lender shall be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower rescinded and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and applicationpurchase price restored without interest.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have is hereby authorized by the rightCredit Parties at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, the aforesaid right of set-with reasonably prompt subsequent notice to Credit Parties or to any other Person (any prior or contemporaneous notice being hereby expressly waived), to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or such Issuer against the Borrower or against holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditorsany Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to any Credit Party or any of its Subsidiaries), receiver, and (b) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the makingcredit or for the account of any Credit Party or any of its Subsidiaries, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or any such Issuer of, or holder shall exercise any such right without prior written notice to such Lender or such Issuer ofAgent; provided, any petitionhowever, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to any Credit Party or to any other Person shall not affect the validity of such set-off and application. Any Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set-off or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with the other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and is hereby authorized by each Issuer shall have the rightBorrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, such Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (A) balances held by such Lender or such Issuer against holder at any of its offices for the account of such Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to such Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (B) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer holder to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Administrative and Documentation Agent. Any Lender which has exercised its right to set off shall, to the makingextent the amount of any such set off exceeds its Pro Rata Share of the Obligations, filing purchase for cash (and the other Lenders or issuance ofholders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Each Borrower agrees, service upon to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized at any time or from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived by the Borrower, to set-off offset and to appropriate and apply against any indebtedness and all balances and deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other liabilityobligations (in whatever currency) at any time owing, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender to or for the credit or account of Borrower (regardless of whether such Issuer balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender to or for the credit or for the account of Borrower against and on account of any of the Obligations irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower may be contingent or against unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any trustee Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Agent for further application in bankruptcyaccordance with the provisions of Section 8.15 and, custodianpending such payment, debtor shall be segregated by such Defaulting Lender from its other funds and deemed held in possession, assignee trust for the benefit of creditorsAgent, receiverBank, or executionand the Lenders, judgment or attachment creditor of and (y) the Borrower, or against anyone else claiming through or against Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Borrower or Obligations owing to such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that Defaulting Lender as to which it exercised such right of set-off shall not have been exercised by setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrantmay have. Each Lender and each Issuer agree promptly agrees to notify the Borrower and the Administrative Agent promptly after each any such set-off setoff and application made by such Lender or such Issuer, application; provided that the failure to give such notice shall not affect the validity of such setoff and application. Any Lender exercising a right to offset or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders shall sell) such participations in each such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such amount so offset to other Lenders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of set-off off, the purchase of participations by that Lender shall be rescinded and applicationthe purchase price restored without interest.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (a) balances held by such Lender or such Issuer against holder at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (b) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer holder to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of the Agent. Any Lender which has exercised its right to set off shall, to the makingextent the amount of any such set off exceeds its Pro Rata Share of the Obligations, filing purchase for cash (and the other Lenders or issuance ofholders shall sell) participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, service upon to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of limitation of any such rights, at any time (a) any payment or amount owing by Borrower under or in connection with this Agreement or the Related Documents is then due to any one or more of Agent and Lenders or any such holder of a Note, and the Issuers provided by law, after (b) upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, Agent, each Lender Lender, Master Account Bank (as agent of Agent and each Issuer shall have the rightLender) and each holder of any Note is hereby authorized by Borrower at any time or from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived by the Borrowerwaived, to set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other property at any time held or owing by Agent, that Lender, Master Account Bank (as agent of Agent and each Lender) or that holder to or for the credit or for the account of Borrower against and on account of any of the Liabilities which are not paid when due; PROVIDED that neither Agent nor any Lender shall exercise any such right without giving prior written notice to Agent. Any Lender or holder of any Note having a right to set off shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the Liabilities, purchase for cash (and the other Lenders or holders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Liabilities as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (i) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Liabilities and may sell participations in such excess to other Lenders and holders and (ii) any Lender or holder so purchasing a participation in the Loans made or other Liabilities held by other Lenders or holders may exercise all rights of set-off and apply against any indebtedness off, bankers' lien, counterclaim or other liability, whether matured or unmatured, of the Borrower similar rights with respect to such participation as fully as if such Lender or such Issuer arising under holder were a direct holder of Loans and other Liabilities in the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansLiabilities, each Lender and each Issuer shall have the rightholder of any Note is hereby authorized by Borrower at any time or from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived by the Borrowerwaived, to set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries) and any other property at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Liabilities which are not paid when due; provided that no Lender shall exercise any such right without giving prior written notice to Collateral Agent. Any Lender or holder of any Note having a right to set off shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the Liabilities, purchase for cash (and the other Lenders or holders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Liabilities as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Liabilities and may sell participations in such excess to other Lenders and holders and (b) any Lender or holder so purchasing a participation in the Loans made or other Liabilities held by other Lenders or holders may exercise all rights of set-off and apply against any indebtedness off, bankers' lien, counterclaim or other liability, whether matured or unmatured, of the Borrower similar rights with respect to such participation as fully as if such Lender or such Issuer arising under holder were a direct holder of Loans and other Liabilities in the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightholder of any Note and each of their respective Affiliates is hereby authorized at any time or from time to time, without prior notice to the Borrowerany Loan Party or to any other Person, any such notice being hereby expressly waived by the Borrowerwaived, to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, and all balances held by it at any of its offices for the account of the Borrower or any Guarantor (regardless of whether such balances are then due to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcyGuarantor) and any other properties or assets at any time held or owing by that Lender, custodian, debtor in possession, assignee that holder or that Affiliate to or for the benefit credit or for the account of creditors, receivers, the Borrower or execution, judgment any Guarantor against and on account of any of the Obligations which are not paid when due. Any Lender or attachment creditor, notwithstanding holder of any Note or any Affiliate of either exercising a right to set off or otherwise receiving any payment on account of the fact that Obligations in excess of its Pro Rata Share of the Obligations shall purchase for cash (and the other Lenders or holders shall sell) such right participations in each such other Lender's or holder's Pro Rata Share of set-off shall not have been exercised by the Obligations as would be necessary to cause such Lender or such Issuer prior holder to share the amount so set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares. Each Loan Party agrees, to the makingfullest extent permitted by law, filing that (a) any Lender or issuance ofholder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such amount so set off to other Lenders and holders and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set off, service upon bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower Loans and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that other Obligations in the failure to give such notice shall not affect the validity amount of such set-participation. Notwithstanding the foregoing, if all or any portion of the set off amount or payment otherwise received is thereafter recovered from the Lender, holder or Affiliate that has exercised the right of set off, the purchase of participations by that Lender shall be rescinded and applicationthe purchase price restored without interest.

Set Off and Sharing of Payments. (a) In addition to any rights ------------------------------- now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (A) balances held by such Lender or such Issuer against the Borrower or against holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditorsany Loan Party (regardless of whether such balances are then due to such Loan Party), receiver, -and (B) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer holder to or for the credit or for the account of any Loan Party, against and on account of any of the Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Agent. Any Lender which has exercised its right to set off shall, to the makingextent the amount of any such set off exceeds its Pro Rata Share of the Obligations, filing purchase for cash (and the other Lenders or issuance ofholders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees on its behalf and on behalf of the other Loan Parties, service upon to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Revolving Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such partici-pation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Revolving Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrowers at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, the aforesaid right of set-with reasonably prompt subsequent notice to Borrowers or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or such Issuer against the Borrower or against holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditorsBorrowers or any of their Subsidiaries (regardless of whether such balances are then due to Borrowers or their Subsidiaries), receiver, and (b) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the makingcredit or for the account of Borrowers or any of their Subsidiaries, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or any such Issuer of, or holder shall exercise any such right without prior written notice to such Lender or such Issuer ofAgent; provided, any petitionhowever, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to Borrowers or to any other Person shall not affect the validity of such set-off and application.. Any Term Lender or Equipment Acquisition Term Lender, as the case may be, which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Term Lenders or Equipment Acquisition Term Lenders, as the case may be, on account of such Obligations, purchase for cash (and the other Term Lenders or Equipment Acquisition Term Lenders, as the case may be, shall sell) participations in each such other Term Lender's or Equipment Acquisition Term Lender's Pro Rata Share of Obligations as would be necessary to cause such Term Lender or Equipment Acquisition Term Lender, as the case may be, to share such excess with each other Term Lenders or Equipment Acquisition Term Lenders, as the case may be, in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Term Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Any Revolving Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all the Revolving Lenders on account of such Obligations shall, to the extent the amount of any such set off or payment exceeds it Pro Rata Share of payments obtained by all the Revolving Lenders on account of such Obligations, purchase for cash (and the other Revolving Lenders or holders of Revolving Loans shall

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightholder of any Note is hereby authorized at any time or from time to time, without prior notice to the Borrowerany Loan Party or to any other Person, any such notice being hereby expressly waived by the Borrowerwaived, to set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Loan Party (regardless of whether such balances are then due to such Loan Party) and any other properties or assets any time held or owing by that Lender or that holder to or for the credit or for the account of Loan Party against and on account of any of the Obligations which are not paid when due. Any Lender or holder of any Note exercising a right to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the set-off and apply against any indebtedness amount or other liability, whether matured or unmatured, of payment otherwise received is thereafter recovered from the Borrower to such Lender or such Issuer arising under that has exercised the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may off, the purchase of participations by that Lender shall be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower rescinded and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and applicationpurchase price restored without interest.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off set‑off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off set‑off may be exercised by such Lender or such Issuer against 77 the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off set‑off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off set‑off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders Issuer and each Lender, as the Issuers case may be, provided by law, after upon the occurrence of an Event of Default and acceleration of the Notes and the Reimbursement Obligations, or at any time upon the occurrence and during the continuance of an Event of Default under Section Sections 9.1(a) or Section 9.1(b) or upon ), the acceleration of the Loans, each Lender Issuer and each Issuer Lender, as the case may be, shall have the right, without prior notice to the Borrowereither Company, any such notice being expressly waived by each Company to the Borrowerextent permitted by applicable law, to set-off and apply against any indebtedness Indebtedness or other liability, whether matured or unmatured, of such Company to the Borrower to such Lender Issuer or such Issuer Lender, as the case may be, arising under the Loan Documents, any amount owing from such Lender the Issuer or such Issuer Lender, as the case may be, to the Borrowersuch Company. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender the Issuer or such Issuer Lender, as the case may be, against the Borrower such Company or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrowersuch Company, or against anyone else claiming through or against the Borrower such Company or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditorcreditors, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender the Issuer or such Issuer Lender, as the case may be, prior to the making, filing or issuance of, service upon such Lender the Issuer or such Issuer Lender, as the case may be, of, or notice to such Lender the Issuer or such Issuer Lender, as the case may be, of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender The Issuer and each Issuer agree Lender, as the case may be, agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender the Issuer or such IssuerLender, as the case may be, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers If, other than as expressly provided by law, after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrowerelsewhere herein, any such notice being expressly waived Lender shall obtain, on account of any Term Loan held by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documentsit, any amount owing from such Lender or such Issuer to payment (whether voluntary, involuntary, through the Borrower. To the extent permitted by applicable law, the aforesaid exercise of any right of set-off may be exercised by off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Term Loans held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Term Loan pro rata with each of them; provided, however, that if all or any portion of such Issuer against excess payment is thereafter recovered from the Borrower or against purchasing Lender under any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrowercircumstances described in this Section 13.3 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Xxxxxx’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or against anyone else claiming through other amount paid or against payable by the Borrower or such trustee purchasing Lender in bankruptcyrespect of the total amount so recovered, custodianwithout further interest thereon. Xxxxxxxx agrees that any Lender so purchasing a participation from another Lender may, debtor in possessionto the fullest extent permitted by Applicable Law, assignee for exercise all its rights of payment (including the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by off, but subject to Section 12.3), with respect to such participation as fully as if such Lender or were the direct creditor of Borrower in the amount of such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrantparticipation. Each Lender that purchases a participation pursuant to this Section 13.3 shall from Uniti – Bridge Loan and each Issuer agree promptly to notify Security Agreement #97751373v29 and after such purchase have the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure right to give such notice shall not affect all notices, requests, demands, directions and other communications under this Agreement with respect to the validity portion of such set-off and applicationthe Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after the occurrence and during the continuance of an Event of Default under Section 9.1(a8.01(a) or Section 9.1(b8.01(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, liability of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such IssuerLender, provided provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after the occurrence and during the continuance of If an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loansshall have occurred and be continuing, each Lender Lender, each Issuing Lender, and each Issuer shall have the rightof their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived fullest extent permitted by the BorrowerApplicable Law, to set-set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such Issuing Lender or any such Affiliate, to or for the credit or the account of Borrower or any other Loan Party against any indebtedness or other liability, whether matured or unmatured, and all of the obligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuer arising Issuing Lender or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lender or Affiliate shall have made any demand under the this Agreement or any other Loan DocumentsDocument and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, any amount owing from office or Affiliate of such Lender or such Issuer to Issuing Lender different from the Borrower. To branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the extent permitted by applicable law, the aforesaid event that any Defaulting Lender shall exercise any such right of set-setoff, (x) all amounts so set off may shall be exercised paid over immediately to Administrative Agent for further application in accordance with the provisions of Subsection 1.17 and, pending such payment, shall be segregated by such Defaulting Lender or such Issuer against the Borrower or against any trustee from its other funds and deemed held in bankruptcy, custodian, debtor in possession, assignee trust for the benefit of creditorsAdministrative Agent, receiverthe Issuing Lenders, or executionand the Lenders, judgment or attachment creditor of and (y) the Borrower, or against anyone else claiming through or against Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Borrower or Obligations owing to such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that Defaulting Lender as to which it exercised such right of set-off shall not have been exercised by setoff. The rights of each Lender, each Issuing Lender and their respective Affiliates under this Subsection are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warranttheir respective Affiliates may have. Each Lender and each Issuer agree promptly Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after each any such set-off setoff and application made by such Lender or such Issuer, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Set Off and Sharing of Payments. (a) In addition to any rights ------------------------------- now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after the occurrence and during the continuance of an any Event of Default under Section 9.1(aDefault, Collateral Agent and each Lender is hereby authorized by each Company Party at any time or from time to time, with prior written consent of Collateral Agent and with reasonably prompt subsequent notice to such Company Party (any prior or contemporaneous notice to such Company Party being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Person at any of its offices for the account of such Company Party (regardless of whether such balances are then due to such Company Party), and (ii) other property at any time held or Section 9.1(b) owing by such Person to or upon for the acceleration credit or for the account of such Company Party, against and on account of any of the LoansObligations. Each Company Party agrees, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, that Collateral Agent and any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the aforesaid Obligations and upon doing so shall deliver such excess to Lenders. Subject to the other provisions of this Agreement relating to the application of funds received by Collateral Agent and Lenders, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Term Loan B made by it in excess of its ratable share of payments on account of the Term Loan B made by all Lenders, such Lender shall forthwith purchase from each other Lender such participation in such Term Loan B as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each other Lender; provided, that if all or -------- any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lenders the purchase price to the extent of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Company Parties agree that any Lender so purchasing a participation from another Lender pursuant to this Section 11.4 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of each Company Party in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 11.4 shall be made through Collateral Agent. Each Lender agrees with each other Lender that if an amount to be set off may be exercised by such Lender or an Affiliate of such Lender as described herein (other than any amount held by such Lender or such Issuer against Affiliate specifically as collateral security for Indebtedness (other than the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit Obligations) of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or a Company Party to such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised Lender) is to be applied by such Lender or to Indebtedness (other than the Obligations) of any Company Party to such Issuer prior Lender, such amount shall be applied ratably to such other Indebtedness and to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for portion of the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made Obligations held by such Lender or such IssuerLender, provided that and, as to the failure to give such notice shall not affect the validity portion of such set-off and applicationamount applied to the Obligations, shall be subject to the provisions of this Section 11.4 regarding purchases of participations.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of limitation of any such rights, at any time (i) any payment or amount owing by Borrower under or in connection with this Agreement or the Related Documents is then due to any one or more of Agent and the Lenders or any such holder of a Note, and the Issuers provided by law, after (ii) upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, Agent, each Lender Lender, Master Account Bank (as agent of Agent and each Issuer shall have the rightLender), and each holder of any Note is hereby authorized by Borrower at any time or from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived by the Borrowerwaived, to set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower 29 (regardless of whether such balances are then due to Borrower) and any other property at any time held or owing by Agent, that Lender, Master Account Bank (as agent of Agent and each Lender) or that holder to or for the credit or for the account of Borrower against and on account of any of the Liabilities which are not paid when due; provided that no Agent or Lender shall exercise any such right without giving prior written notice to Agent. Any Lender or holder of any Note having a right to set off shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the Liabilities, purchase for cash (and the other Lenders or holders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Liabilities as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Liabilities and may sell participations in such excess to other Lenders and holders and (b) any Lender or holder so purchasing a participation in the Loans made or other Liabilities held by other Lenders or holders may exercise all rights of set-off and apply against any indebtedness off, bankers' lien, counterclaim or other liability, whether matured or unmatured, of the Borrower similar rights with respect to such participation as fully as if such Lender or such Issuer arising under holder were a direct holder of Loans and other Liabilities in the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under Applicable Law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have holder of any Note is hereby authorized by the rightBorrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (A) balances held by such Lender or such Issuer against holder at any of its offices for the account of the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against whether such balances are then due to the Borrower or such trustee in bankruptcyits Subsidiaries including all deposits, custodianwhether general or special, debtor in possessionand matured or unmatured certificates of deposit), assignee for the benefit of creditors, receivers, and (B) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer holder to or for the credit or for the account of the Borrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of the Agent. Any Lender or holder of any Note having a right to set off shall, to the makingextent the amount of any such set off exceeds its Pro Rata Share of the Obligations, filing purchase for cash (and the other Lenders or issuance ofholders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. The Borrower agrees, service upon to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after the occurrence and during the continuance of If an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loansshall have occurred and be continuing, each Lender and each Issuer shall have the rightof their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived fullest extent permitted by the BorrowerApplicable Law, to set-set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of Borrower or any other Loan Party against any indebtedness or other liability, whether matured or unmatured, and all of the obligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuer arising under the Loan Documentstheir respective Affiliates, any amount owing from irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Issuer obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the Borrower. To branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the extent permitted by applicable law, the aforesaid event that any Defaulting Lender shall exercise any such right of set-setoff, (x) all amounts so set off may shall be exercised paid over immediately to Administrative Agent for further application in accordance with the provisions of Subsection 1.15 and, pending such payment, shall be segregated by such Defaulting Lender or such Issuer against the Borrower or against any trustee from its other funds and deemed held in bankruptcy, custodian, debtor in possession, assignee trust for the benefit of creditorsAdministrative Agent and the Lenders, receiver, or execution, judgment or attachment creditor of and (y) the Borrower, or against anyone else claiming through or against Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Borrower or Obligations owing to such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that Defaulting Lender as to which it exercised such right of set-off shall not have been exercised by setoff. The rights of each Lender, and their respective Affiliates under this Subsection are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrantits respective Affiliates may have. Each Lender and each Issuer agree promptly agrees to notify the Borrower and the Administrative Agent promptly after each any such set-off setoff and application made by such Lender or such Issuer, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company

Set Off and Sharing of Payments. [Harvest] Loan and Security Agreement (aConformed) 122 In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance continuation of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender is hereby authorized by Borrower at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent and each Issuer shall have the right, without prior notice to the Borrower, Borrower or any other Person other than Agent (such notice being hereby expressly waived waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrower (regardless of whether such balances are then due to any Borrower ), and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of any Borrower, against and on account of any of the Obligations which are not paid when due; provided, that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender that has exercised its right to set-off and apply against or otherwise has received any indebtedness or other liability, whether matured or unmatured, payment on account of the Borrower Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such Issuer arising under the Loan Documents, any amount owing excess payment or benefits is thereafter recovered from such Lender or purchasing Lender, such Issuer purchase shall be rescinded, and the purchase price and benefits returned, to the Borrowerextent of such recovery. To Borrower agrees, to the fullest extent permitted by applicable law, that (y) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the aforesaid right Obligations and may sell participations in such excess to other Lenders and holders, and (z) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off may be exercised by off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer against were a direct holder of Loans and other Obligations in the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender is hereby authorized by Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice to Borrower being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; provided, that each Issuer Lender exercising such rights shall notify Agent thereof prior to exercise, shall refrain from exercising such right until Agent shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower confirmed to such Lender or that such Issuer arising under exercise will not prejudice the Loan Documentsrights of the Lenders, and any amount owing from received as a result of the exercise of such rights shall be shared in accordance with Subsection 3.8. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender's Revolving Loan Percentage of the Obligations as would be necessary to cause such Lender or to share such Issuer excess with each other Lender in accordance with their respective Revolving Loan Percentages. Borrower agrees, to the Borrower. To the fullest extent permitted by applicable law, that any Lender may exercise its right to set off with respect to amounts in excess of its Revolving Loan Percentage of the aforesaid right of set-off may be exercised by Obligations and upon doing so shall deliver such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee excess to Agent for the benefit of creditors, receiver, or execution, judgment or attachment creditor of all Lenders in accordance with the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and applicationRevolving Loan Percentages.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrowers at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrowers or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (A) balances held by such Lender or such Issuer against holder at any of its offices for the account of Borrowers or any of its Subsidiaries (regardless of whether such balances are then due to a Borrower or against its Subsidiaries), and (B) other property at any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer holder to or for the credit or for the account of a Borrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Administrative Agent. Any Lender having a right to set off shall, to the makingextent the amount of any such set off exceeds its Pro Rata Share of the Obligations, filing purchase for cash (and the other Lenders or issuance ofholders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Each Borrower agrees, service upon to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other obligations held by other Lenders or holders may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount CVS Health Corporation 2017 Five Year Credit Agreement owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off set‑off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off set‑off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off set‑off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off set‑off and application made by such Lender or such Issuer, Lender; provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such IssuerLender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the aforesaid right account of set-off may be exercised Borrower or the Guarantor (regardless of whether such balances are then due to Borrower or the Guarantor), and (b) other property at any time held or 109 owing by such Lender or such Issuer against holder to or for the credit or for the account of Borrower or the Guarantor, against and on account of any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact Debt which are not paid when due; except that no Lender shall exercise any such right without the prior written consent of set-off shall not have been exercised by such Lender or such Issuer prior to the makingAgent; provided, filing or issuance ofhowever, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to Borrower shall not affect the validity of such set-off and application. Any Lender which has exercised its right to set off or otherwise has received any payment on account of the Debt shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account of such Debt, purchase for cash participations in each such other Lender's Pro Rata Share of Debt as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Debt and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loan made or other Debt held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of the Loan and other Debt in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender is hereby authorized by Borrowers at any time or from time to time, with prior written consent of the Majority Lenders and with reasonably prompt subsequent notice to Borrowers (any prior or contemporaneous notice to Borrowers being hereby expressly waived) and each Issuer shall have the rightLender agrees that it shall, without prior notice to the Borrowerextent it is lawfully entitled to do so, any such notice being expressly waived by upon the Borrowerrequest of Agent or the Majority Lenders, to set-set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of any Borrower or any of their Subsidiaries (regardless of whether such balances are then due to Borrowers or their Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of their Subsidiaries, first against and on account of any indebtedness of the Obligations (other than the Derivative Obligations or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer Obligations not arising under the Loan Documents) and second, against any outstanding Derivative Obligations or other Obligations not arising under the Loan Documents. Any Lender exercising a right to set off shall, to the extent the amount owing from of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Revolving Loan Percentages; provided however, that if all or part of such Issuer excess payment received by the purchasing party is thereafter recovered from it, those purchases of interests shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to the Borrowerpurchasing party. To Each Borrower agrees, to the fullest extent permitted by applicable law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the aforesaid right of set-off may be exercised by Obligations and upon doing so shall deliver such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee excess to Agent for the benefit of creditors, receiver, or execution, judgment or attachment creditor of all Lenders in accordance with the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and applicationRevolving Loan Percentages.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b(b) or upon the acceleration of the Loanspayment of the Notes, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such IssuerLender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under Applicable Law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrowers at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrowers (any such prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (A) balances held by such Lender or such Issuer against holder at any of its offices for the account of such Borrowers or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or against its Subsidiaries), and (B) other property at any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due; except that no Lender shall exercise any such right without first giving notice to the makingAgent. Any Lender having a right to setoff shall, filing to the extent that, upon setoff, the amount of any such setoff exceeds its Pro Rata Share of the Obligations, be deemed to have purchased for cash (and the other Lenders shall be deemed to have sold) participations in each such other Lender's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each such other Lender in accordance with its respective Pro Rata Share. Each Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or issuance ofholder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, service upon and (b) any Lender or holder so purchasing a participation in the Revolver Loans made or other Obligations held by other Lenders or holders may exercise all rights of setoff, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Revolver Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightholder of any Revolving Credit Note is hereby authorized at any time or from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived by the Borrowerwaived, to set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations which are not paid when due. Any Lender or holder of any Revolving Credit Note, Term Loan Note or Capital Expenditure Loan Note having a right to set off shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Revolving Credit Advances or funding of the Term Loan or the Capital Expenditure Loan made or other Obligations held by other Lenders or holders may exercise all rights of set-off and apply against any indebtedness off, bankers' lien, counterclaim or other liability, whether matured or unmatured, of the Borrower similar rights with respect to such participation as fully as if such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable lawholder were a direct holder of Revolving Credit Advances, the aforesaid right of set-off may be exercised by such Lender or such Issuer against Term Loan, the Borrower or against any trustee Capital Expenditure Loan and other Obligations in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightholder of any Revolving Credit Note is hereby authorized at any time or from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived waived, to set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations which are not paid when due. Any Lender or holder of any Revolving Credit Note or Term Note having a right to set off shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the Obligations and apply against may sell participations in such excess to other Lenders and holders and (b) any indebtedness Lender or holders so purchasing a participation in the Revolving Credit Advances or funding of the Term Loan made or other liabilityObligations held by other Lenders or holders may exercise all rights of set-off, whether matured bankers' lien, counterclaim or unmatured, of the Borrower similar rights with respect to such participation as fully as if such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable lawholder were a direct holder of Revolving Credit Advances, the aforesaid right of set-off may be exercised by such Lender or such Issuer against Term Loans and other Obligations in the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (ai) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after the occurrence and during the continuance of If an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loansshall have occurred and be continuing, each Lender Lender, each Issuing Lender, and each Issuer shall have the rightof their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) (except for deposits in trust, payroll, tax withholding, employee benefit and other accounts relating to insurance premiums and payments of claims which are required by applicable law or contract to be segregated from the aforesaid right of set-off may be exercised Borrowers’ other funds) at any time owing, by such Lender, such Issuing Lender or any such Issuer against Affiliate, to or for the Borrower credit or the account of Borrowers against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor and all of the Borrower, obligations of Borrowers now or against anyone else claiming through hereafter existing under this Agreement or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice any other Loan Document to such Lender or such Issuer ofIssuing Lender or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lender or Affiliate shall have made any petitiondemand under this Agreement or any other Loan Document and although such obligations of Borrowers may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such Issuing Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, assignment (x) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 2.1(h)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of creditorsAgent, appointment the Issuing Lenders and the Lenders, and (y) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or application for the appointment of a receiver, or issuance of execution, subpoena, order or warranttheir respective Affiliates may have. Each Lender and each Issuer agree promptly Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after each any such set-off setoff and application made by such Lender or such Issuer, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrowers at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, with reasonably prompt subsequent notice to Borrowers or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the aforesaid right account of set-off may be exercised Borrowers or the Guarantors (regardless of whether such balances are then due to Borrowers or the Guarantors), and (b) other property at any time held or owing by such Lender or such Issuer against the Borrower holder to or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit credit or for the account of creditorsBorrowers or the Guarantors, receiver, or execution, judgment or attachment creditor against and on account of any of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact Obligations which are not paid when due; except that no Lender shall exercise any such right without the prior written consent of set-off shall not have been exercised by such Lender or such Issuer prior to the makingAgent; provided, filing or issuance ofhowever, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to Borrowers shall not affect the validity of such set-off and application. Any Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account of such Obligations, purchase for cash participations in each such other Lender's Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion 51 of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrowers agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrowers at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable lawlaw and regardless of the adequacy of any Collateral, the aforesaid right of set-with reasonably prompt subsequent notice to Borrowers or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or such Issuer against the Borrower or against holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditorsBorrowers or any of their Subsidiaries (regardless of whether such balances are then due to Borrowers or their Subsidiaries), receiver, and (b) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the makingcredit or for the account of Borrowers or any of their Subsidiaries, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or any such Issuer of, or holder shall exercise any such right without the prior written notice to such Lender or such Issuer ofAgent; provided, any petitionhowever, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to Borrowers or to any other Person shall not affect the validity of such set-off and application. Any Revolving Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all the Revolving Lenders on account of such Obligations, purchase for cash (and the other Revolving Lenders or holders of Revolving Loans shall sell) participations in each such other Revolving Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Revolving Lender to share such excess with each other Revolving Lender or holders in accordance with their respective Pro Rata Share; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Revolving Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Each Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or ------------------------------- hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (A) balances held by such Lender or such Issuer against holder at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (B) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer holder to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Agent. Any Lender having a right to set off shall, to the makingextent the amount of any such set off exceeds its Pro Rata Share of the Obligations, filing purchase for cash (and the other Lenders or issuance ofholders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, service upon to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, the aforesaid right of set-with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or such Issuer against holder at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (b) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the makingcredit or for the account of Borrower or any of its Subsidiaries, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or any such Issuer of, or holder shall exercise any such right without the prior written notice to such Lender or such Issuer ofAgent; provided, any petitionhowever, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to Borrower or to any other Person shall not affect the validity of such set-off and application. Any Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash participations in each such other Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have is hereby authorized by the rightCredit Parties at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, the aforesaid right of set-with reasonably prompt subsequent notice to Borrowers or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or such Issuer against the Borrower or against holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditorsany Credit Party (regardless of whether such balances are then due to any Credit Party), receiver, and (b) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the makingcredit or for the account of any Credit Party, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or any such Issuer of, or holder shall exercise any such right without prior written notice to such Lender or such Issuer ofAgent; provided, any petitionhowever, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to any Credit Party or to any other Person shall not affect the validity of such set-off and application. Any Lender which has exercised its right to set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender's or holder's Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off set‑off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off set‑off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off set‑off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off set‑off and application made by such Lender or such IssuerLender, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b(b) or upon the acceleration of the Loanspayment of the Notes, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such IssuerLender, provided PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers Issuer provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each the Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off set‑off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such the Issuer arising under the Loan Documents, any amount owing from such Lender or such the Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off set‑off may be exercised by such Lender or such the Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off set‑off shall not have been exercised by such Lender or such the Issuer prior to the making, filing or issuance of, service upon such Lender or such the Issuer of, or notice to such Lender or such the Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each the Issuer agree promptly to notify the Borrower and the Administrative Agent CVS Caremark 2013 Amended and Restated Credit Agreement EXECUTION COPY after each such set-off set‑off and application made by such Lender or such the Issuer, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have is hereby authorized by the rightCredit Parties at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, the aforesaid right of set-with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or such Issuer against the Borrower or against at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditorsany Credit Party (regardless of whether such balances are then due to any Credit Party), receiver, and (b) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender to or for the credit or for the account of any Credit Party, against and on account of any of the Obligations which are not paid when due; except that no Lender shall exercise any such Issuer right without prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or written notice to such Lender or such Issuer ofAgent; provided, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to any Credit Party or to any other Person shall not affect the validity of such set-off and application. Any Lender which has exercised its right to set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender's or holder's Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised and all (A) balances held by such Lender or such Issuer against holder at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (B) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer holder to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Agent. Any Lender having a right to set off shall, to the makingextent the amount of any such set off exceeds its Pro Rata Share of the Obligations, filing purchase for cash (and the other Lenders or issuance ofholders shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, service upon to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for holder were a direct holder of Loans and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have is hereby authorized by Borrower at any time or from time to time, to the rightfullest extent permitted by law, without prior with reasonably prompt subsequent notice to the Borrower, Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-off and to appropriate and to apply against any indebtedness and all (a) balances (general or other liabilityspecial, whether matured time or unmatureddemand, of the Borrower to such Lender provisional or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised final) held by such Lender or such Issuer against holder at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (b) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the makingcredit or for the account of Borrower or any of its Subsidiaries, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or any such Issuer of, or holder shall exercise any such right without prior written notice to such Lender or such Issuer ofAgent; provided, any petitionhowever, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to Borrower or to any other Person shall not affect the validity of such set-off and application. Any Lender which has exercised its right to set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set-off or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of Loans shall sell) participations in each such other Lender's or holder's Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers If, other than as expressly provided by law, after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrowerelsewhere herein, any such notice being expressly waived Lender shall obtain, on account of any Term Loan held by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documentsit, any amount owing from such Lender or such Issuer to payment (whether voluntary, involuntary, through the Borrower. To the extent permitted by applicable law, the aforesaid exercise of any right of set-off may be exercised by off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Term Loans held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Term Loan pro rata with each of them; provided, however, that if all or any portion of such Issuer against excess payment is thereafter recovered from the Borrower or against purchasing Lender under any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrowercircumstances described in this Section 13.3 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lxxxxx’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or against anyone else claiming through other amount paid or against payable by the Borrower or such trustee purchasing Lender in bankruptcyrespect of the total amount so recovered, custodianwithout further interest thereon. Bxxxxxxx agrees that any Lender so purchasing a participation from another Lender may, debtor in possessionto the fullest extent permitted by Applicable Law, assignee for exercise all its rights of payment (including the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by off, but subject to Section 12.3), with respect to such participation as fully as if such Lender or were the direct creditor of Borrower in the amount of such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrantparticipation. Each Lender that purchases a participation pursuant to this Section 13.3 shall from and each Issuer agree promptly to notify after such purchase have the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure right to give such notice shall not affect all notices, requests, demands, directions and other communications under this Agreement with respect to the validity portion of such set-off and applicationthe Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance continuation of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender is hereby authorized by Borrower at any time or from time to time, to the fullest extent permitted by Applicable Law, with the prior written consent of Agent and each Issuer shall have the right, without prior notice to the Borrower, Borrower or any other Person other than Agent (such notice being hereby expressly waived waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower ), and (b) other Collateral at any time held or owing by such Lender to or for the credit or for the account of Borrower, against and on account of any of the Obligations which are not paid when due; provided, that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender that has exercised its right to set-off and apply against or otherwise has received any indebtedness or other liability, whether matured or unmatured, payment on account of the Borrower Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loan shall sell) participations in each such other Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such Issuer arising under the Loan Documents, any amount owing excess payment or benefits is thereafter recovered from such Lender or purchasing Lender, such Issuer purchase shall be rescinded, and the purchase price and benefits returned, to the Borrowerextent of such recovery. To Borrower agrees, to the fullest extent permitted by applicable lawApplicable Law, that (y) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the aforesaid right Obligations and may sell participations in such excess to other Lenders and holders, and (z) any Lender so purchasing a participation in the Loan made or other Obligations held by other Lenders may exercise all rights of set-off may be exercised by off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor were a direct holder of the Borrower, or against anyone else claiming through or against Loan and other Obligations in the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers Issuer provided by law, after upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b(b) or upon the acceleration of the Loans, each Lender and each the Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such the Issuer arising under the Loan Documents, any amount owing from such Lender or such the Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender or such the Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such the Issuer prior to the making, filing or issuance of, service upon such Lender or such the Issuer of, or notice to such Lender or such the Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such the Issuer, provided PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance continuation of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender Note Purchaser is hereby authorized by Issuer at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Administrative Agent and each Issuer shall have the right, without prior notice to the Borrower, Issuer or any other Person other than Administrative Agent (such notice being hereby expressly waived waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Note Purchaser at any of its offices for the Borroweraccount of Issuer (regardless of whether such balances are then due to Issuer ), and (b) other Collateral at any time held or owing by such Note Purchaser to or for the credit or for the account of Issuer, against and on account of any of the Obligations which are not paid when due; provided, that no Note Purchaser or any such holder shall exercise any such right without prior written notice to Administrative Agent. Any Note Purchaser that has exercised its right to set-off and apply against or otherwise has received any indebtedness or other liability, whether matured or unmatured, payment on account of the Borrower Obligations shall, to the extent the amount of any such Lender set off or payment exceeds its Pro Rata Share of payments obtained by all of the Note Purchasers on account of such Issuer arising under Obligations, purchase for cash (and the Loan Documentsother Note Purchasers or holders of the Notes shall sell) participations in each such other Note Purchaser’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Note Purchaser to share such excess with each other Note Purchasers or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any amount owing portion of such excess payment or benefits is thereafter recovered from such Lender or purchasing Note Purchaser, such Issuer purchase shall be rescinded, and the purchase price and benefits returned, to the Borrowerextent of such recovery. To Issuer agrees, to the fullest extent permitted by applicable law, that (y) any Note Purchaser or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the aforesaid right Obligations and 104 may sell participations in such excess to other Note Purchasers and holders, and (z) any Note Purchaser so purchasing a participation in the Notes made or other Obligations held by other Note Purchasers may exercise all rights of set-off may be exercised by such Lender off, bankers’ lien, counterclaim or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice similar rights with respect to such Lender or participation as fully as if such Issuer of, any petition, assignment for Note Purchaser were a direct holder of Notes and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance continuation of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender Note Purchaser is hereby authorized by Issuer at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Administrative 107 Agent and each Issuer shall have the right, without prior notice to the Borrower, Issuer or any other Person other than Administrative Agent (such notice being hereby expressly waived waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Note Purchaser at any of its offices for the Borroweraccount of Issuer (regardless of whether such balances are then due to Issuer ), and (b) other Collateral at any time held or owing by such Note Purchaser to or for the credit or for the account of Issuer, against and on account of any of the Obligations which are not paid when due; provided, that no Note Purchaser or any such holder shall exercise any such right without prior written notice to Administrative Agent. Any Note Purchaser that has exercised its right to set-off and apply against or otherwise has received any indebtedness or other liability, whether matured or unmatured, payment on account of the Borrower Obligations shall, to the extent the amount of any such Lender set off or payment exceeds its Pro Rata Share of payments obtained by all of the Note Purchasers on account of such Issuer arising under Obligations, purchase for cash (and the Loan Documentsother Note Purchasers or holders of the Notes shall sell) participations in each such other Note Purchaser’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Note Purchaser to share such excess with each other Note Purchasers or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any amount owing portion of such excess payment or benefits is thereafter recovered from such Lender or purchasing Note Purchaser, such Issuer purchase shall be rescinded, and the purchase price and benefits returned, to the Borrowerextent of such recovery. To Issuer agrees, to the fullest extent permitted by applicable law, that (y) any Note Purchaser or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the aforesaid right Obligations and may sell participations in such excess to other Note Purchasers and holders, and (z) any Note Purchaser so purchasing a participation in the Notes made or other Obligations held by other Note Purchasers may exercise all rights of set-off may be exercised by such Lender off, bankers’ lien, counterclaim or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice similar rights with respect to such Lender or participation as fully as if such Issuer of, any petition, assignment for Note Purchaser were a direct holder of Notes and other Obligations in the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity amount of such set-off and applicationparticipation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies of the Lenders and the Issuers provided by law, after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the Loans, each Lender and each Issuer shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off set‑off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off set‑off may be exercised by such Lender or such Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, CVS Health Corporation 2018 Five Year Credit Agreement receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off set‑off shall not have been exercised by such Lender or such Issuer prior to the making, filing or issuance of, service upon such Lender or such Issuer of, or notice to such Lender or such Issuer of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off set‑off and application made by such Lender or such Issuer, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuers provided by lawlimitation of any such rights, after upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or Section 9.1(b) or upon the acceleration of the LoansDefault, each Lender and each Issuer shall have the rightis hereby authorized by Borrower at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or such Issuer arising under the Loan Documents, any amount owing from such Lender or such Issuer to the Borrower. To the fullest extent permitted by applicable law, the aforesaid right of set-with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or such Issuer against holder at any of its offices for the account of Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (b) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such Issuer prior holder to or for the makingcredit or for the account of Borrower or any of its Subsidiaries, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or any such Issuer of, or holder shall exercise any such right without the prior written notice to such Lender or such Issuer ofAgent; PROVIDED, any petitionHOWEVER, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or such Issuer, provided that the failure to give such notice to Borrower or to any other Person shall not affect the validity of such set-off and application. Any Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of Term Loans shall sell) participations in each such other Lender's or holder's Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Any Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all the Lenders on account of such Obligations shall, to the extent the amount of any such set off or payment exceeds it Pro Rata Share of payments obtained by all the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of Revolving Loans shall sell) participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Share; PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.