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 Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or 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 Issuer Issuers provided by law, upon after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and the 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 the such Issuer arising under the Loan Documents, any amount owing from such Lender or the 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 the 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 the such Issuer prior to the making, filing or issuance of, service upon such Lender or the such Issuer of, or notice to such Lender or the 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 the each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 now or hereafter granted under applicable Law and remedies not by way of the Lenders and the Issuer provided by lawlimitation of any such rights, upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or (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 the 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 that has exercised the Issuer arising under the Loan Documents, any amount owing from such Lender or the 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 rescinded and 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 warrantpurchase price restored without interest. Each Lender and the 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 the 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 of the Lenders and the Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loanspayment of the Loans and Reimbursement Obligations, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 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 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 Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or 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 Issuer provided by lawlimitation of any such rights, upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or (b) or upon the acceleration of the LoansDefault, each Lender and the Issuer shall have the righteach holder 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or the 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 holder at any of its offices for the Issuer against 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 holder to or for the Issuer prior 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 holder were a direct holder of Loans and other Obligations in the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 Issuer provided by lawlimitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, 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 held by such Lender or such holder at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and (B) other property at any time held or owing by such Lender or such 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 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) 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 after an Event of Default under Section 9.1(a(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 upon holder so purchasing a participation in the acceleration Loans made or other Obligations held by other Lenders or holders may exercise all rights of the Loans, each Lender and 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 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 holder were a direct holder of Loans and other Obligations in the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 and remedies now or hereafter granted under applicable law and not by way of the Lenders and the Issuer provided by lawlimitation of any such rights, upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or (b) or upon the acceleration of the LoansDefault, each Lender and the 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or the 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 holder at any of its offices for the Issuer against 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 holder to or for the Issuer prior to credit or for the makingaccount 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 holder shall exercise any such right without the Issuer of, or prior written notice to such Lender or the 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuer provided by lawlimitation of any such rights, upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or (b) or upon the acceleration of the LoansDefault, each Lender and the 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 the 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 the 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 rescinded and the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 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 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 Issuer provided by law, upon after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the 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 the 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 Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loans, to the extent permitted by applicable law, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 Issuer provided by law, upon the occurrence of If an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loansshall have occurred and be continuing, each Lender Lender, each Issuing Lender, and the Issuer shall have the righteach of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived 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 the Issuer arising such 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 Issuing Lender different from the Issuer to branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that, in the Borrower. To 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 the 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 warranttheir respective Affiliates may have. Each Lender and the 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 the 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 and remedies of the Lenders and the Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loanspayment of the Notes, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or 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 Issuer provided by lawlimitation of any such rights, upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or (b) or upon the acceleration of the LoansDefault, each Lender and the Issuer shall have the righteach holder 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 Issuer arising under 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 Loan Documentsfullest 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 owing from 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, 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 Issuer to Loans and the Borrowerother Obligations in the amount of such participation. To Notwithstanding the extent permitted by applicable lawforegoing, if all or any portion of the set 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 rescinded and the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 limitation of any such rights, during the continuance of any Event of Default, 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 Lenders Obligations; provided, that each Lender exercising such rights shall notify Agent thereof prior to exercise, shall refrain from exercising such right until Agent shall have confirmed to such Lender that such exercise will not prejudice the rights of the Lenders, and any amount 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 Issuer provided 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. Borrower agrees, to the fullest extent permitted by law, upon the occurrence that any Lender may exercise its right to set off with respect to amounts in excess of an Event of Default under Section 9.1(a) or (b) or upon the acceleration its pro rata share of the Loans, each Lender Obligations and the Issuer upon doing so shall have the right, without prior notice deliver such excess 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 the Issuer against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 Issuer Issuers provided by law, upon after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and the 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 the such Issuer arising under the Loan Documents, any amount owing from such Lender or the 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 the 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 the such Issuer prior to the making, filing or issuance of, service upon such Lender or the such Issuer of, or notice to such Lender or the 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 the 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 the 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 now or hereafter granted under Applicable Law and remedies not by way of the Lenders and the Issuer provided by lawlimitation of any such rights, upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or (b) or upon the acceleration of the LoansDefault, each Lender and each holder of any Note is hereby authorized by the Issuer shall have 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or the 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 holder at any of its offices for the Issuer against 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 holder to or for the Issuer 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 holder were a direct holder of Loans and other Obligations in the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loanspayment of the Notes, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loanspayment of the Notes, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 Issuer Issuers provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and the 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 the such Issuer arising under the Loan Documents, any amount CVS Health Corporation 2017 Five Year Credit Agreement owing from such Lender or the 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 the 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 the such Issuer prior to the making, filing or issuance of, service upon such Lender or the such Issuer of, or notice to such Lender or the 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 the each Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 Issuer provided by law, upon after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 Issuer provided by law, upon the occurrence of If an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loansshall have occurred and be continuing, each Lender and the Issuer shall have the righteach of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived 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 the 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 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 Issuer to branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the Borrower. To 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 the 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 warrantits respective Affiliates may have. Each Lender and the 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 the 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. (ai) In addition to any rights and remedies of the Lenders and the Issuer provided by law, upon the occurrence of If an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loansshall have occurred and be continuing, each Lender Lender, each Issuing Lender, and the Issuer shall have the righteach of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or the Issuer arising under the Loan Documents, any amount owing from such Lender or the 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 Borrowers’ other funds) at any time owing, by such Lender, such Issuing Lender or any such Affiliate, to or for the credit or the account of set-off may be exercised by Borrowers against any and all of the obligations of Borrowers now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Lender or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lender or Affiliate shall have made any demand 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 Issuer against branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the Borrower or against 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 2.1(h)(iii) 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, receiverthe Issuing Lenders and the Lenders, 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 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 Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 warranttheir respective Affiliates may have. Each Lender and the 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 the 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 of the Lenders Issuer and each Lender, as the Issuer case may be, provided by law, 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 (b) or upon the acceleration of the Loans9.1(b), each Lender and the Issuer and each 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 the Borrower such Company to such Lender or the Issuer or such Lender, as the case may be, arising under the Loan Documents, any amount owing from such Lender or the Issuer or such 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 or the Issuer or such 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 or the Issuer or such Lender, as the case may be, prior to the making, filing or issuance of, service upon such Lender or the Issuer or such Lender, as the case may be, of, or notice to such Lender or the Issuer or such 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 Lender, as the Issuer agree case may be, agrees promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by the Issuer or such Lender or Lender, as the Issuercase 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 Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 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 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 Issuer provided by lawlimitation of any such rights, upon the occurrence and during the continuation of an any Event of Default under Section 9.1(aDefault, 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 without notice to Borrower or any other Person other than Agent (such 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 account of Borrower (regardless of whether such balances are then due to Borrower ), and (b) other Collateral at any time held or upon owing by such Lender to or for the acceleration credit or for the account of Borrower, against and on account of any of the LoansObligations which are not paid when due; provided, each that no Lender and the Issuer or any such holder shall have the right, exercise any such right without prior written notice to the Borrower, any such notice being expressly waived by the Borrower, 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 the Issuer arising under the Loan Documentsholders 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 Lender, such purchase shall be rescinded, and the Issuer 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 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 (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 Issuer provided by law, (ii) upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or (b) or upon the acceleration of the LoansDefault, Agent, each Lender Lender, Master Account Bank (as agent of Agent and the Issuer shall have the righteach Lender), 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 holder were a direct holder of Loans and other Liabilities in the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 and remedies of the Lenders and the Issuer Issuers provided by law, upon after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and the 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 the such Issuer arising under the Loan Documents, any amount owing from such Lender or the 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 the 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 the such Issuer prior to the making, filing or issuance of, service upon such Lender or the such Issuer of, or notice to such Lender or the 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 the 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 the 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 now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuer provided by lawlimitation of any such rights, upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or (b) or upon the acceleration of the LoansDefault, each Lender and the Issuer shall have the righteach holder 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 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 holder to share the Issuer prior 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 holder were a direct holder of the Issuer of, or notice to such Lender or 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 Loans and the Issuer agree promptly to notify other Obligations in the Borrower amount of such 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 the Administrative Agent after each such set-off and application made by such Lender or the 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 Subject to Section 8.2(q), in addition to any rights now or hereafter granted under applicable law and remedies not by way of limitation of any such rights, during the Lenders and the Issuer provided by law, upon the occurrence continuance of an any Event of Default under Section 9.1(a) or (b) or upon the acceleration of the LoansDefault, each Lender and the 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or the 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 at any of its offices for the Issuer against 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 Issuer 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 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 the Issuer of, or failure to give notice to such Lender or the 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-set off and application made by such Lender or the 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 and remedies of the Lenders and the Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the 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 the 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 Issuer provided by law, upon after the occurrence and during the continuance of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the 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 the 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 now or hereafter granted under applicable law and remedies not by way of the Lenders and the Issuer provided by lawlimitation of any such rights, upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or (b) or upon the acceleration of the LoansDefault, each Lender and the 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or the 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 Issuer credit or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 warrantmay have. Each Lender and the 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 the 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 Issuer provided by lawlimitation of any such rights, upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or (b) or upon the acceleration of the LoansDefault, each Lender and the Issuer shall have the righteach holder 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 holder were a direct holder of Revolving Credit Advances and other Obligations in the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 and remedies of the Lenders and the Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (bSection 9.1(b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 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 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 Issuer provided by law, upon the occurrence of an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loans, each Lender and 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 the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or 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 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 Issuer provided by law, (b) upon the occurrence and during the continuance of an any Event of Default under Section 9.1(a) or (b) or upon the acceleration of the LoansDefault, Agent, each Lender Lender, Master Account Bank (as agent of Agent and the Issuer shall have the righteach Lender) 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 holder were a direct holder of Loans and other Liabilities in the Issuer arising under the Loan Documents, any amount owing from such Lender or 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 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 the Issuer agree promptly to notify the Borrower and the Administrative Agent after each such set-off and application made by such Lender or the 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 and remedies of the Lenders and the Issuer provided by law, upon the occurrence of If an Event of Default under Section 9.1(a) or (b) or upon the acceleration of the Loansshall have occurred and be continuing, each Lender Lender, each Issuing Lender, and the Issuer shall have the righteach of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being expressly waived 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 the Issuer arising such 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 Issuing Lender different from the Issuer to branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the Borrower. To 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 the 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 the Issuer prior to the making, filing or issuance of, service upon such Lender or the Issuer of, or notice to such Lender or 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 warranttheir respective Affiliates may have. Each Lender and the 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 the Issuer, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.