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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower 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 (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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-offset‑off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower 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 that the failure to give such notice shall not affect the validity of such set-off and application. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the IssuerLender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the 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 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 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 the Issuer prior such holder 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 credit or application for the appointment account of a receiverBorrower or any of its Subsidiaries, or issuance of execution, subpoena, order or warrant. Each Lender against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the Lenders or prior written consent of Agent. Any Lender which has exercised its right to set off shall, to the Reimbursement extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the 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 and all balances held by it at any of its offices for the account of any Borrower or other liability, Guarantor (regardless of whether matured or unmatured, of the Borrower 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 Guarantor) and any trustee in bankruptcyother 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, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the any 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 Guarantor against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans any of the Obligations which are not paid when due. Any Lender or its Notes holder of any Note or any Affiliate of either exercising a right to set off or otherwise receiving any payment on account of the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account Pro Rata Share of the Loans Obligations shall purchase for cash (and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders or holders shall sell) such participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender or the Issuer holder to share the excess payment amount so set off or otherwise received with each of them according to their pro rata share (other Lender or holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower Each Loan Party agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer 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 from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-set off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and the other Obligations in the 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 Lender, holder or Affiliate that has exercised the right of set off, the purchase of participations by that Lender shall be rescinded and the purchase 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower 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. (b) If any Lender or the Issuer (each a “Benefited Lender”"BENEFITED LENDER") shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans), provided PROVIDED that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s 's pro rata share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender or the IssuerLender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower 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, 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the IssuerLender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the 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 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 the Issuer against the Borrower or against such holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditors, receiver, Borrower (regardless of whether such balances are then due to Borrower) and (B) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or the Issuer prior such holder 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 credit or application for the appointment account of a receiverBorrower, or issuance of execution, subpoena, order or warrant. Each Lender against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the Lenders or prior written consent of Agent. Any Lender which has exercised its right to set off shall, to the Reimbursement extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that after an Event of Default (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the 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 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. 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 Issuer of, Lenders or notice holders in accordance with their respective Pro Rata Shares and each Lender or holder hereby agrees to promptly pay to such other Lender or the Issuer of, any petition, assignment holder or to purchase for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender cash (and the Issuer agree promptly 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 notify effect such sharing at 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 time of such set-set off and application. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations to other Lenders and holders, all as more particularly set forth in the preceding sentence and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of the Lenders and the 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 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 any Borrower ), and (b) other Property at any time held or upon owing by such Lender to or for the acceleration credit or for the account of any 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain otherwise has received any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all the of Lenders or the Reimbursement on account of such Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders of the Loans shall sell) participations in their Loans and Notes each such other Lender’s or the Reimbursement holder’s Pro Rata Share of Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share the such excess payment with each of them according to their pro rata share (other Lenders or holders in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Pro Rata Shares; provided, provided however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded rescinded, and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price and benefits returned, to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by 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 Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (z) any Lender so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders may exercise such all rights to payment (including the right of set-off) , bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer were the a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the 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. (b) If any . Any Lender which has exercised its right to set off or the Issuer (each a “Benefited Lender”) shall obtain otherwise has received any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received 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 or the Reimbursement on account of such Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from the other Lenders such cash participations in their Loans and Notes each such other Lender's or the Reimbursement holder's Pro Rata Share of Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Pro Rata Shares; provided, provided however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded rescinded, and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price and benefits returned, to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of 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 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 Issuer account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; provided, that each Lender exercising such rights shall notify Agent thereof prior to exercise, shall refrain from exercising such right until Agent shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower confirmed to such Lender or that such exercise will not prejudice the Issuer arising under rights of the Loan DocumentsLenders, and any amount owing from such Lender or the Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right received as a result 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through 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 right such set off exceeds its Revolving Loan Percentage of set-the amount set off, or otherwisepurchase for cash (and the other Lenders shall sell) on account of its Loans or its Notes or the Reimbursement Obligations interests in excess of its each such other Lender's pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share the such excess payment with each of them according to their pro rata share (other Lender in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Revolving Loan Percentages. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights its right to payment (including the right of set-off) set off with respect to such participation as fully as if such Lender or the Issuer were the direct creditor amounts in excess of its pro rata share of the Borrower Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the amount of such participationRevolving 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 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. (b) If any Lender or the any Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsObligations received by all Issuers, such Lender or the such Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders or Issuers, as the case may be, such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or and the Reimbursement Obligations), ; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender or Issuer shall be rescinded and each such Lender and Issuer shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s or Issuer’s pro rata share (according to the proportion of (i) the amount of such Lender’s or Issuer’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender or Issuer in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender or Issuer pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 11.9 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to, and in accordance with, the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of cash collateral as provided herein, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Reimbursement Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 11.9 shall apply).

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. (b) If any Lender or the Issuer (each a “"Benefited Lender”") shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsObligations ) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s 's pro rata share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, Each Credit Party agrees that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower such Credit Party 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due . Amended and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.Restated Credit Agreement/Shenandoah Telecommunications Company

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(aDefault, each Lender is hereby authorized by Borrower at any time or from time to time, to the fullest extent permitted by law, with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrower or the Guarantor (regardless of whether such balances are then due to Borrower or the Guarantor), and (b) other property at any time held or 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 109 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 such holder to or for the Issuer against credit or for the account of Borrower or the Guarantor, against and on account of any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact Debt which are not paid when due; except that no Lender shall exercise any such right without the prior written consent of set-off shall not have been exercised by such Lender or the Issuer prior to the makingAgent; provided, filing or issuance ofhowever, 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 to Borrower shall not affect the validity of such set-off and application. (b) If any . Any Lender which has exercised its right to set off or the Issuer (each a “Benefited Lender”) shall obtain otherwise has received any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received Debt shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all the of Lenders or the Reimbursement Obligationson account of such Debt, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from the other Lenders such cash participations in their Loans and Notes or the Reimbursement Obligations each such other Lender's Pro Rata Share of Debt as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Pro Rata Shares; provided, provided however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded rescinded, and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price and benefits returned, to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Debt and may sell participations in such excess to other Lenders and holders, and (b) any Lender or the Issuer holder so purchasing a participation from another Lender pursuant to this Section in the Loan made or other Debt held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer were the a direct creditor holder of the Borrower Loan and other Debt in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrowers at any time or from time to time, with prior written consent of the Majority Lenders and with reasonably prompt subsequent notice to Borrowers (any prior or contemporaneous notice to Borrowers being hereby expressly waived) and each Lender agrees that it shall, to the Issuer provided by lawextent it is lawfully entitled to do so, upon the occurrence request of an Event Agent or the Majority Lenders, to set off and to appropriate and to apply any and all (i) balances held by such Lender at any of Default under Section 9.1(aits offices for the account of any Borrower or any of their Subsidiaries (regardless of whether such balances are then due to Borrowers or their Subsidiaries), and (ii) other property at any time held or (b) owing by such Lender to or upon for the acceleration credit or for the account of any Borrower or any of their Subsidiaries, first against and on account of any of the Loans, each Lender and Obligations (other than 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 Derivative Obligations or other liability, whether matured or unmatured, of the Borrower to such Lender or the Issuer Obligations not arising under the Loan Documents) and second, against any amount owing from such outstanding Derivative Obligations or other Obligations not arising under the Loan Documents. Any Lender or the Issuer exercising a right to set off shall, to the Borrower. To extent the extent permitted by applicable law, the aforesaid right amount of set-any such 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 exceeds its Revolving Loan Percentage of the Borroweramount set off, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee purchase 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 cash (and the Issuer agree promptly to notify the Borrower and the Administrative Agent after other Lenders shall sell) interests in 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. (b) If any Lender or the Issuer (each a “Benefited other Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its ’s pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share the such excess payment with each of them according to their pro rata share (other Lender in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Revolving Loan Percentages; provided however, provided that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from such purchasing Lender or the Issuerit, such purchase from each Lender those purchases of interests shall be rescinded in whole or in part, as applicable, and each such Lender the applicable portion of the purchase price paid therefor shall repay be returned to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredparty. The Each Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights its right to payment (including the right of set-off) set off with respect to such participation as fully as if such Lender or the Issuer were the direct creditor amounts in excess of its pro rata share of the Borrower Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the amount of such participationRevolving Loan Percentages.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the 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 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 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 the Issuer prior such holder 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 credit or application for the appointment account of a receiverBorrower or any of its Subsidiaries, or issuance of execution, subpoena, order or warrant. Each Lender against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the Lenders prior written consent of the Agent. Any Lender or holder of any Note having a right to set off shall, to the Reimbursement extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower 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 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 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. (b) If any Lender or the any Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsObligations received by all Issuers, such Lender or the such Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders or Issuers, as the case may be, such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or and the Reimbursement Obligations), ; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender or Issuer shall be rescinded and each such Lender and Issuer shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s or Issuer’s pro rata share (according to the proportion of (i) the amount of such Lender’s or Issuer’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender or Issuer in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender or Issuer pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower 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 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. (b) If any Lender or the Issuer (each a “"Benefited Lender”") shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in 76 DRAFT 11/15/96 excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsObligations ) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s 's pro rata share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, Each Credit Party agrees that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower such Credit Party in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the 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. (b) If any . Any Lender which has exercised its right to set off or the Issuer (each a “Benefited Lender”) shall obtain otherwise has received any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received 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 or the Reimbursement on account of such Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders of Term Loans shall sell) participations in their Loans and Notes each such other Lender's or the Reimbursement holder's Pro Rata Share of Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share the such excess payment with each of them according to their pro rata share (other Lenders or holders in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Pro Rata Shares; PROVIDED, provided HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded rescinded, and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price and benefits returned, to the extent of such recovery. Any Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all the Lenders on account of such Obligations shall, to the extent the amount of any such set off or payment exceeds it Pro Rata Share of payments obtained by all the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of Revolving Loans shall sell) participations in each such other Lender’s required repayment 's or holder's Pro Rata Share of the Obligations as would be necessary to (ii) the total amount so cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Share; PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchasing Lender or purchase price and benefits returned, to the Issuer) extent of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredsuch recovery. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights ------------------------------- now or hereafter granted under applicable law and remedies not by way of limitation of any such rights, during the continuance of any Event of Default, Collateral Agent and each Lender is hereby authorized by each Company Party at any time or from time to time, with prior written consent of Collateral Agent and with reasonably prompt subsequent notice to such Company Party (any prior or contemporaneous notice to such Company Party being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Person at any of its offices for the account of such Company Party (regardless of whether such balances are then due to such Company Party), and (ii) other property at any time held or owing by such Person to or for the credit or for the account of such Company Party, against and on account of any of the Lenders and Obligations. Each Company Party agrees, to the Issuer provided fullest extent permitted by law, upon the occurrence that Collateral Agent and 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 Lenders. Subject 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, provisions of the Borrower to such Lender or the Issuer arising under the Loan Documents, any amount owing from such Lender or the Issuer this Agreement relating to the Borrower. To the extent permitted application of funds received by applicable lawCollateral Agent and Lenders, 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. (b) If if any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations Term Loan B made by it in excess of its pro rata ratable share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received Term Loan B made by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, purchase from the each other Lenders Lender such participations participation in their Loans and Notes or the Reimbursement Obligations such Term Loan B as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment ratably with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)other Lender; provided, provided that if all or -------- any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer Lenders the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata 's ratable share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender or the IssuerLender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, Company Parties agree that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may 11.4 may, to the fullest extent permitted by law, exercise such all its rights to of payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower each Company Party in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 11.4 shall be made through Collateral Agent. Each Lender agrees with each other Lender that if an amount to be set off by such Lender or an Affiliate of such Lender as described herein (other than any amount held by such Lender or such Affiliate specifically as collateral security for Indebtedness (other than the Obligations) of a Company Party to such Lender) is to be applied by such Lender to Indebtedness (other than the Obligations) of any Company Party to such Lender, such amount shall be applied ratably to such other Indebtedness and to the portion of the Obligations held by such Lender, and, as to the portion of such amount applied to the Obligations, shall be subject to the provisions of this Section 11.4 regarding purchases of participations.

Set Off and Sharing of Payments. (a) In addition to any rights 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans), ; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the IssuerLender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-offset‑off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 11.9 shall not be construed to apply to any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution).

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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or Loans, its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) Outstanding Percentage of payments then due and payable on account of the Loans Loans, the Notes and Notes the Reimbursement Obligations received by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the such excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)Outstanding Percentages, provided provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender such other Lenders shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.re-

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. (bii) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off, setoff or counterclaim or otherwise) , obtain payment in respect of any principal of or interest on account any of its Loans or participations in Lender Letters of Credit (or disbursements in respect thereof) or Swingline Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Notes Loans or the Reimbursement Obligations participations in excess Lender Letters of Credit (or disbursements in respect thereof) or Swingline Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Agent of such fact, and (b) purchase (for 100 cash at face value) participations in the Loans and participations in Lender Letters of Credit (or disbursements in respect thereof) or Swingline Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the outstanding aggregate amount of principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable accrued interest on account of the their respective Loans and Notes received by all the Lenders participations in Lender Letters of Credit (or the Reimbursement Obligations, such Lender disbursements in respect thereof) or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the Swingline Loans and other Lenders amounts owing them; provided that: (A) if any such participations in their Loans are purchased and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lender or the Issuerrecovered, such purchase from each Lender participations shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price restored to the extent of such recovery, together without interest; and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrowers pursuant to and in accordance with an amount equal the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of cash collateral provided for hereunder, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Lender Letters of Credit (or disbursements in respect thereof) to such Lender’s pro rata share any assignee or participant, other than to Borrowers (according as to which the provisions of this paragraph shall apply). (C) Borrowers consent to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agreesforegoing and agree, to the fullest extent permitted by they may effectively do so under applicable law, that any Lender or the Issuer so purchasing acquiring a participation from another Lender pursuant to this Section the foregoing arrangements may exercise such against any Borrowers rights to payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Lender or the Issuer were the a direct creditor of the such Borrower 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 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. (b) If any Lender or the any Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsObligations received by all Issuers, such Lender or the such Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders or Issuers, as the case may be, such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or and the Reimbursement Obligations), ; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender or Issuer shall be rescinded and each such Lender and Issuer shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s or Issuer’s pro rata share (according to the proportion of (i) the amount of such Lender’s or Issuer’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender or Issuer in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender or Issuer pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 11.9 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to, and in accordance with, the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of cash collateral as provided herein, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Reimbursement Obligations or CHAR1\1787260v5 Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 11.9 shall apply).

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 by Borrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or 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 the Issuer against the Borrower or against such holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditorsany Loan Party (regardless of whether such balances are then due to such Loan Party), receiver, -and (B) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or the Issuer prior such holder 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 credit 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise account of any right of set-offLoan Party, or otherwise) against and on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the Lenders or prior written consent of Agent. Any Lender which has exercised its right to set off shall, to the Reimbursement extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded their respective Pro Rata Shares. Borrower agrees on its behalf and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect on behalf of the total amount so recovered. The Borrower agreesother Loan Parties, 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 Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Revolving Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation partici-pation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Revolving Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the 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 set-off setoff and application. (b) If any . Any Lender exercising a right to offset or the Issuer (each a “Benefited Lender”) shall obtain otherwise receiving any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share Pro Rata Share thereof shall purchase for cash (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders shall sell) such participations in their Loans and Notes or each such other Lender’s Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share the excess payment amount so offset or otherwise received with each of them according to their pro rata share (other Lender in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such amount so offset to other Lenders and (b) any Lender so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer were the a direct creditor holder of the Borrower 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, the purchase of participations by that Lender shall be rescinded and the purchase 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or ------------------------------- hereafter granted under applicable law and remedies not by way of the Lenders and the 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 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 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 the Issuer prior such holder 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 credit or application for the appointment account of a receiverBorrower or any of its Subsidiaries, or issuance of execution, subpoena, order or warrant. Each Lender against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the Lenders or prior written consent of Agent. Any Lender having a right to set off shall, to the Reimbursement extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower 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 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, 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. (b) If any Lender or the any Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsObligations received by all Issuers, such Lender or the such Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders or Issuers, as the case may be, such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or and the Reimbursement Obligations), ; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender or Issuer shall be rescinded and each such Lender and Issuer shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s or Issuer’s pro rata share (according to the proportion of (i) the amount of such Lender’s or Issuer’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender or Issuer in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender or Issuer pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-offset‑off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-–off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the IssuerLender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-–off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.

Set Off and Sharing of Payments. (aA) 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(aDefault, each Lender is hereby authorized by each Borrower at any time or from time to time, with reasonably prompt subsequent notice to such Borrower (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 at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (b) other property at any time held 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 to or for the Issuer against credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any trustee of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent; provided that in bankruptcythe event that any Defaulting Lender shall exercise any such right of setoff, custodian(x) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 8A.3 and, debtor pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in possession, assignee trust for the benefit of creditorsAgent 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 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 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 applicationsetoff. (bB) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-offsetoff or counterclaim or otherwise, obtain payment in respect of any principal of, or otherwise) on account interest on, any of its Loans or its Notes or other obligations hereunder resulting in such Lender receiving payment of a proportion of the Reimbursement Obligations in excess aggregate amount of its pro rata share Loans and accrued interest thereon or other such obligations greater than its Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the outstanding aggregate amount of principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable accrued interest on account of the their respective Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), amounts owing them; provided that if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lender or the Issuerrecovered, such purchase from each Lender participations shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price restored to the extent of such recovery, together with an amount equal to such Lender’s pro rata share without interest (according C) Each Borrower consents to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower foregoing and agrees, to the fullest extent permitted by it may effectively do so under applicable law, that any Lender or the Issuer so purchasing acquiring a participation from another Lender pursuant to this Section the foregoing arrangements may exercise such against each Borrower rights to payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Lender or the Issuer were the a direct creditor of the each Borrower in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the 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 Borrowers at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or 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 Borrowers or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or the Issuer against the Borrower or against such holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditorsBorrowers or any of their Subsidiaries (regardless of whether such balances are then due to Borrowers or their Subsidiaries), receiver, and (b) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such holder to or for the Issuer prior to credit or for the makingaccount of Borrowers or any of their Subsidiaries, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or the Issuer of, or any such holder shall exercise any such right without 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 Borrowers or to any other Person shall not affect the validity of such set-off and application. (b) If any . Any Term Lender or Equipment Acquisition Term Lender, as the Issuer (each a “Benefited Lender”) shall obtain case may be, which has exercised its right to set off or otherwise has received any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Term Lenders or Equipment Acquisition Term Lenders, as the Reimbursement case may be, on account of such Obligations, such Lender purchase for cash (and the other Term Lenders or the IssuerEquipment Acquisition Term Lenders, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such sell) participations in their Loans and Notes each such other Term Lender's or the Reimbursement Equipment Acquisition Term Lender's Pro Rata Share of Obligations as shall would be necessary to cause such purchasing Term Lender or Equipment Acquisition Term Lender, as the Issuer case may be, to share the such excess payment with each of them according to their pro rata share (other Term Lenders or Equipment Acquisition Term Lenders, as the case may be, in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Pro Rata Shares; provided, provided however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender or the IssuerTerm Lender, such purchase from each Lender shall be rescinded rescinded, and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price and benefits returned, to the extent of such recovery. Any Revolving Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) extent the amount of any such Lender’s required repayment to (ii) set off or payment exceeds its Pro Rata Share of payments obtained by all the total amount so recovered from the purchasing Lender or the Issuer) Revolving Lenders on account of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agreessuch Obligations shall, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of any such participation.set off or payment exceeds it Pro Rata Share of payments obtained by all the Revolving Lenders on account of such Obligations, purchase for cash (and the other Revolving Lenders or holders of Revolving Loans shall

Set Off and Sharing of Payments. (a) In addition to any rights 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. (b) If any Lender or the any Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsObligations received by all Issuers, such Lender or the such Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders or Issuers, as the case may be, such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or and the Reimbursement Obligations), ; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender or Issuer shall be rescinded and each such Lender and Issuer shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s or Issuer’s pro rata share (according to the proportion of (i) the amount of such Lender’s or Issuer’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender or Issuer in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by CHAR1\1889946v5 law, that any Lender or the Issuer so purchasing a participation from another Lender or Issuer pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 11.9 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to, and in accordance with, the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of cash collateral as provided herein, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Reimbursement Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 11.9 shall apply).

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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans), ; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the IssuerLender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-offset‑off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the 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 is hereby authorized by Borrower at any time or from time to time, to the Issuer shall have the rightfullest extent permitted by law, without prior with reasonably prompt subsequent notice to the Borrower, Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-off and to appropriate and to apply against any indebtedness and all (a) balances (general or other liabilityspecial, whether matured time or unmatureddemand, of the Borrower to such Lender provisional or 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 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 the Issuer of, or any such holder shall exercise any such right without 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. (b) If any . Any Lender which has exercised its right to set-off or the Issuer (each a “Benefited Lender”) shall obtain otherwise has received any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received 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 or the Reimbursement on account of such Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders of Loans shall sell) participations in their Loans and Notes each such other Lender's or the Reimbursement holder's Pro Rata Share of Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share the such excess payment with each of them according to their pro rata share (other Lenders or holders in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Pro Rata Shares; provided, provided however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded rescinded, and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price and benefits returned, to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower 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 (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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans), ; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the IssuerLender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower 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 after the occurrence and during the continuance of an Event of Default under Section 9.1(a8.01(a) or (bSection 8.01(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, liability 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders Lenders, such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans); provided, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such LenderXxxxxx’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the IssuerLender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section 10.09 may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 10.09 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to, and in accordance with, the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of cash collateral as provided herein, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.

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. (b) If any Lender or the Issuer (each a “"Benefited Lender”") shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsObligations ) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s 's pro rata share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the 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 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 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 the Issuer prior such holder 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 credit or application for the appointment account of a receiverBorrower or any of its Subsidiaries, or issuance of execution, subpoena, order or warrant. Each Lender against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the Lenders or prior written consent of the Reimbursement 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, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender’s or holder’s Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the 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. (b) If any . Any Lender which has exercised its right to set off or the Issuer (each a “Benefited Lender”) shall obtain otherwise has received any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received 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 or the Reimbursement on account of such Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from the other Lenders such cash participations in their Loans and Notes each such other Lender’s or the Reimbursement holder’s Pro Rata Share of Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Pro Rata Shares; provided, provided however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded rescinded, and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price and benefits returned, to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower 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 (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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower 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 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, 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. (b) If any Lender or the any Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsObligations received by all Issuers, such Lender or the such Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders or Issuers, as the case may be, such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or and the Reimbursement Obligations), ; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender or Issuer shall be rescinded and each such Lender and Issuer shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s or Issuer’s pro rata share (according to the proportion of (i) the amount of such Lender’s or Issuer’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender or Issuer in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender or Issuer pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-offset‑off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 11.9 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of cash collateral as provided herein, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Reimbursement Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 11.9 shall apply).

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 is hereby authorized by the Issuer shall have the rightCredit Parties at any time or from time to time, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or 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 Credit Parties or to any other Person (any prior or contemporaneous notice being hereby expressly waived), to set off may be exercised and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender or the Issuer against the Borrower or against such holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditorsany Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to any Credit Party or any of its Subsidiaries), receiver, and (b) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or such holder to or for the Issuer prior to credit or for the makingaccount of any Credit Party or any of its Subsidiaries, filing or issuance of, service upon such against and on account of any of the Obligations which are not paid when due; except that no Lender or the Issuer of, or any such holder shall exercise any such right without 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 any Credit Party or to any other Person shall not affect the validity of such set-off and application. (b) If any . Any Lender which has exercised its right to set off or the Issuer (each a “Benefited Lender”) shall obtain otherwise has received any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received Obligations shall, to the extent the amount of any such set-off or payment exceeds its Pro Rata Share of payments obtained by all the of Lenders or the Reimbursement on account of such Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders of the Loans shall sell) participations in their Loans and Notes each such other Lender’s or the Reimbursement holder’s Pro Rata Share of Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share such excess with the excess payment with each of them according to their pro rata share (other Lenders or holders in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Pro Rata Shares; provided, provided however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded rescinded, and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price and benefits returned, to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of 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-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 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 its offices for the benefit account of creditorsBorrower (regardless of whether such balances are then due to Borrower) and any other property at any time held or owing by Agent, receiverthat Lender, Master Account Bank (as agent of Agent and each Lender) or execution, judgment that holder to 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, credit 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 account of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender Borrower against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, 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 Issuerextent the amount of any such set off exceeds its Pro Rata Share of the Liabilities, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations Liabilities as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The 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 Issuer Liabilities and may sell participations in such excess to other Lenders and holders and (ii) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Liabilities held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and other Liabilities in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under Applicable Law and remedies not by way of the Lenders and the 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 Borrowers at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrowers (any such prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or 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 such Borrowers or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or against its Subsidiaries), and (B) other property at any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or the Issuer prior such holder 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 credit 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 account of such set-off Borrower or any of its Subsidiaries, against and application. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all Obligations which are not paid when due; except that no Lender shall exercise any such right without first giving notice to the Lenders or Agent. Any Lender having a right to setoff shall, to the Reimbursement extent that, upon setoff, the amount of any such setoff exceeds its Pro Rata Share of the Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, be deemed to have purchased for cash, from cash (and the other Lenders such shall be deemed to have sold) participations in their Loans and Notes or each such other Lender's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share the such excess payment with each of them according to their pro rata share (such other Lender in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredits respective Pro Rata Share. The Each Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Revolver Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) setoff, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Revolver 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders Lenders, such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans), ; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the IssuerLender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 11.9 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to, and in accordance 13536512v6 with, the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of cash collateral as provided herein, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 11.9 shall apply).

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, with the acceleration prior written consent of the LoansAdministrative Agent, each Lender and the 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 or any Subsidiary of a Loan Party (regardless of whether such balances are then due to such Loan Party or such Subsidiary) and any other properties or assets any time held or owing by that Lender to or for the credit or for the account of any Loan Party or any Subsidiary of a Loan Party against and on account of any of the Obligations which are not paid when due. Any Lender 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 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 set off or otherwise received with each other Lender 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 (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such amount so set off to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of the 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 Issuer agree agrees to promptly to notify the Borrower and the Administrative Agent after each any such set-off setoff and application made by such Lender or the IssuerLender, provided that the failure to give such notice shall not affect or impair the validity of such set-off setoff and application. (b) If any Lender application or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to rights under this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation10.8.

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 (band the other Lenders shall sell) If 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 or the Issuer (each a “Benefited Lender”) shall obtain exercise any payment (whether voluntary, involuntary, through the exercise of any such right of set-offsetoff, or otherwise(x) on account of its Loans or its Notes or all amounts so set off shall be paid over immediately to the Reimbursement Obligations in excess of its pro rata share (Agent for further application in accordance with the outstanding principal balance provisions of all Loans or 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 Reimbursement Obligations) of payments then due and payable on account benefit of the Loans Agent, the L/C Issuers, and Notes received by all the Lenders or Lenders, and (y) the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Defaulting Lender shall be rescinded and each such Lender shall repay provide promptly to the purchasing Lender or Agent a statement describing in reasonable detail the Issuer the purchase price to the extent of such recovery, together with an amount equal Obligations owing to such Lender’s pro rata share (according Defaulting Lender as to the proportion which it exercised such right of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredsetoff. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights its right to payment (including the right of set-off) set off with respect to such participation as fully as if such Lender or the Issuer were the direct creditor amounts in excess of its Pro Rata Share of the Borrower 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 of such participationso set off in accordance with their Pro Rata Shares.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the 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 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, and all balances held by it at any of its offices for the account of any Loan Party (regardless of whether matured or unmatured, of the Borrower such balances are then due to such Loan Party) and any other properties or assets any time held or owing by that Lender or the Issuer arising under the Loan Documents, any amount owing from such Lender that holder to 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, credit 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 account 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 Loan Party against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans any of the Obligations which are not paid when due. Any Lender or its Notes holder of any Note exercising a right to set off or otherwise receiving any payment on account of the Reimbursement Obligations in excess of its pro rata share Pro Rata Share thereof shall purchase for cash (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders or holders shall sell) such participations in their Loans and Notes each such other Lender’s or holder’s Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share the excess payment amount so set off or otherwise received with each of them according to their pro rata share (other Lender or holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and the other Obligations in the 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 that has exercised the right of set-off, the purchase of participations by that Lender shall be rescinded and the 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 rightis hereby authorized by Borrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrower on behalf of all Loan Parties 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 the Issuer against the Borrower or against such holder at any trustee in bankruptcy, custodian, debtor in possession, assignee of its offices for the benefit account of creditorsany Loan Party or any of its Subsidiaries (regardless of whether such balances are then due to any Loan Party or its Subsi- diaries), receiver, and (B) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or the Issuer prior such holder 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 credit 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise account of any right Loan Party or any of set-offits Subsidiaries, or otherwise) against and on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the Lenders or prior written consent of Agent. Any Lender which has exercised its right to set off shall, to the Reimbursement extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower Each Loan Party agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower 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 (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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), ; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section 11.9 may exercise such rights to payment (including the right of set-offset‑off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”"BENEFITED LENDER") shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement ObligationsLenders, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement ObligationsLoans), provided PROVIDED that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s 's pro rata share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender or the IssuerLender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.

Set Off and Sharing of Payments. (aA) 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(aDefault, each Lender is hereby authorized by each Borrower at any time or from time to Exhibit A—p. 10 time, with reasonably prompt subsequent notice to such Borrower (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 at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (b) other property at any time held 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 to or for the Issuer against credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any trustee of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent; provided that in bankruptcythe event that any Defaulting Lender shall exercise any such right of setoff, custodian(x) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 8A.3 and, debtor pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in possession, assignee trust for the benefit of creditorsAgent 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 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 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 applicationsetoff. (bB) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-offsetoff or counterclaim or otherwise, obtain payment in respect of any principal of, or otherwise) on account interest on, any of its Loans or its Notes or other obligations hereunder resulting in such Lender receiving payment of a proportion of the Reimbursement Obligations in excess aggregate amount of its pro rata share Loans and accrued interest thereon or other such obligations greater than its Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the outstanding aggregate amount of principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable accrued interest on account of the their respective Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), amounts owing them; provided that if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lender or the Issuerrecovered, such purchase from each Lender participations shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price restored to the extent of such recovery, together with an amount equal to such Lender’s pro rata share without interest (according C) Each Borrower consents to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower foregoing and agrees, to the fullest extent permitted by it may effectively do so under applicable law, that any Lender or the Issuer so purchasing acquiring a participation from another Lender pursuant to this Section the foregoing arrangements may exercise such against each Borrower rights to payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Lender or the Issuer were the a direct creditor of the each Borrower in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the 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 Borrowers at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, Borrowers or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or 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 Borrowers or any of its Subsidiaries (regardless of whether such balances are then due to a Borrower or against its Subsidiaries), and (B) other property at any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or the Issuer prior such holder 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 credit or application for the appointment account of a receiverBorrower or any of its Subsidiaries, or issuance of execution, subpoena, order or warrant. Each Lender against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the Lenders or prior written consent of Administrative Agent. Any Lender having a right to set off shall, to the Reimbursement extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Each Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of 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 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 Issuer account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; provided, that each Lender exercising such rights shall notify Agent thereof prior to exercise, shall refrain from exercising such right until Agent shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set-off and apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower confirmed to such Lender or that such exercise will not prejudice the Issuer arising under rights of the Loan DocumentsLenders, and any amount owing from such Lender or the Issuer to the Borrower. To the extent permitted by applicable law, the aforesaid right received as a result 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (such rights shall be shared in accordance with Subsection 3.8. Any Lender exercising a right to set off shall, to the outstanding principal balance extent the amount of all Loans or the Reimbursement Obligations) of payments then due and payable on account any such set off exceeds its Revolving Loan Percentage of the Loans amount set off, purchase for cash (and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders shall sell) interests in each such participations in their Loans and Notes or other Lender's Revolving Loan Percentage of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share the such excess payment with each of them according to their pro rata share (other Lender in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Revolving Loan Percentages. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights its right to payment (including the right of set-off) set off with respect to such participation as fully as if such Lender or the Issuer were the direct creditor amounts in excess of its Revolving Loan Percentage of the Borrower Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the amount of such participationRevolving Loan Percentages.

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. (b) If any . Any Term Lender which has exercised its right to set off or the Issuer (each a “Benefited Lender”) shall obtain otherwise has received any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Term Lenders on account of such Obligations, purchase for cash (and the other Term Lenders or holders of the Reimbursement Obligations, such Lender or the Issuer, as the case may be, Term Loan shall forthwith purchase, without recourse, for cash, from the other Lenders such sell) participations in their Loans and Notes each such other Term Lender's or the Reimbursement holder's Pro Rata Share of Obligations as shall would be necessary to cause such purchasing Term Lender or the Issuer to share the such excess payment with each of them according to their pro rata share (other Term Lenders or holders in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Pro Rata Shares; provided, provided however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender or the IssuerTerm Lender, such purchase from each Lender shall be rescinded rescinded, and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price and benefits returned, to the extent of such recovery. Any Revolving Lender which has exercised its right to set off or otherwise has received any payment on account of the Obligations shall, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all the Revolving Lenders on account of such Obligations shall, to the extent the amount of any such set off or payment exceeds it Pro Rata Share of payments obtained by all the Revolving Lenders on account of such Obligations, purchase for cash (and the other Revolving Lenders or holders of Revolving Loans shall sell) participations in each such other Revolving Lender’s required repayment 's or holder's Pro Rata Share of the Obligations as would be necessary to (ii) the total amount so cause such Revolving Lender to share such excess with each other Revolving Lenders or holders in accordance with their respective Pro Rata Share; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Revolving Lender, such purchase shall be rescinded, and the purchasing Lender or purchase price and benefits returned, to the Issuer) extent of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredsuch recovery. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the 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-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 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 account 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 Guarantor Subsidiary (regardless of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the whether such balances are then due to Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee Guarantor Subsidiary) and any other properties or assets any time held or owing by that Lender or that holder to or for the benefit of creditors, receivers, credit 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 account of creditors, appointment Borrower or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender any Guarantor Subsidiary against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all 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 Lenders or extent the Reimbursement amount of any such set off exceeds its Pro Rata Share of the Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders or holders shall sell) such participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders and (b) any Lender or holders so purchasing a participation from another Lender pursuant to this Section in the Revolving Credit Advances made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Revolving Credit Advances and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under applicable law and not by way of the Lenders and the 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(aDefault, each Lender is hereby authorized by Borrowers at any time or from time to time, to the fullest extent permitted by law, with reasonably prompt subsequent notice to Borrowers or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrowers or the Guarantors (regardless of whether such balances are then due to Borrowers or the Guarantors), and (b) other property at any time held or 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 such holder to or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit credit or for the account of creditorsBorrowers or the Guarantors, receiver, or execution, judgment or attachment creditor against and on account of any of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact Obligations which are not paid when due; except that no Lender shall exercise any such right without the prior written consent of set-off shall not have been exercised by such Lender or the Issuer prior to the makingAgent; provided, filing or issuance ofhowever, 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 to Borrowers shall not affect the validity of such set-off and application. (b) If any . Any Lender which has exercised its right to set off or the Issuer (each a “Benefited Lender”) shall obtain otherwise has received any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all the of Lenders or the Reimbursement on account of such Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from the other Lenders such cash participations in their Loans and Notes or the Reimbursement each such other Lender's Pro Rata Share of Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Pro Rata Shares; provided, provided however, that if all or any portion 51 of such excess payment or benefits is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded rescinded, and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price and benefits returned, to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Borrowers agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or the Issuer holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer were the a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of the Lenders and the 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain otherwise has received any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received 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 or the Reimbursement on account of such Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders of the Loan shall sell) participations in their Loans and Notes each such other Lender’s or the Reimbursement holder’s Pro Rata Share of Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share the such excess payment with each of them according to their pro rata share (other Lenders or holders in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Pro Rata Shares; provided, provided however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender or the IssuerLender, such purchase from each Lender shall be rescinded rescinded, and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price and benefits returned, to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by 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 Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (z) any Lender so purchasing a participation from another Lender pursuant to this Section in the Loan made or other Obligations held by other Lenders may exercise such all rights to payment (including the right of set-off) , bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer were the a direct creditor holder of the Borrower Loan and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under Applicable Law and remedies not by way of the Lenders and the 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 the Issuer prior such holder 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 credit or application for the appointment account of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender and the Issuer agree promptly to notify the Borrower or any of its Subsidiaries, against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the Lenders prior written consent of the Agent. Any Lender or holder of any Note having a right to set off shall, to the Reimbursement extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of 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-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 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 its offices for the benefit account of creditorsBorrower 29 (regardless of whether such balances are then due to Borrower) and any other property at any time held or owing by Agent, receiverthat Lender, Master Account Bank (as agent of Agent and each Lender) or execution, judgment that holder to 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, credit 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 account of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender Borrower against 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans and Notes received by all the Lenders Liabilities which are not paid when due; provided that no Agent or the Reimbursement Obligations, 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 Issuerextent the amount of any such set off exceeds its Pro Rata Share of the Liabilities, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations Liabilities as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Liabilities and may sell participations in such excess to other Lenders and holders and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Liabilities held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower Loans and other Liabilities 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrowers at any time or from time to time, with prior written consent of the Majority Lenders and with reasonably prompt subsequent notice to Borrowers (any prior or contemporaneous notice to Borrowers being hereby expressly waived) and each Lender agrees that it shall, to the Issuer provided by lawextent it is lawfully entitled to do so, upon the occurrence request of an Event of Default under Section 9.1(a) Agent 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 BorrowerMajority Lenders, 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 (i) balances held by such Lender or at any of its offices for the Issuer against the account of any Borrower or against any trustee in bankruptcyof their Subsidiaries (regardless of whether such balances are then due to Borrowers or their Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receiver, and (ii) other property at any time held or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender to or 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 credit 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise account of any right Borrower or any of set-offtheir Subsidiaries, or otherwise) first against and on account of any of the Obligations (other than the Derivative Obligations) and second, against any outstanding Derivative Obligations. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Loans or its Notes or Revolving Loan Percentage of the Reimbursement Obligations amount set off, purchase for cash (and the other Lenders shall sell) interests in excess of its each such other Lender's pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender or the Issuer to share the such excess payment with each of them according to their pro rata share (other Lender in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations)their respective Revolving Loan Percentages; provided however, provided that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from such purchasing Lender or the Issuerit, such purchase from each Lender those purchases of interests shall be rescinded in whole or in part, as applicable, and each such Lender the applicable portion of the purchase price paid therefor shall repay be returned to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredparty. The Each Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights its right to payment (including the right of set-off) set off with respect to such participation as fully as if such Lender or the Issuer were the direct creditor amounts in excess of its pro rata share of the Borrower Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the amount of such participationRevolving Loan Percentages.

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders and the 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 each Borrower at any time or from time to time, without prior with reasonably prompt subsequent notice to the Borrower, such Borrower or to any such other Person (any prior or contemporaneous notice being hereby expressly waived by the Borrower, waived) to set-set off and to appropriate and to apply against any indebtedness or other liability, whether matured or unmatured, of the Borrower to such Lender or 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 such Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor its Subsidiaries (regardless of the Borrower, or against anyone else claiming through or against the whether such balances are then due to such Borrower or such trustee in bankruptcyits Subsidiaries), custodian, debtor in possession, assignee for the benefit of creditors, receivers, and (B) other property at any time held or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised owing by such Lender or the Issuer prior such holder 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 credit 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. (b) If any Lender or the Issuer (each a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise account of any right Borrower or any of set-offits Subsidiaries, or otherwise) against and on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account any of the Loans Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Administrative and Notes received by all Documentation Agent. Any Lender which has exercised its right to set off shall, to the Lenders or extent the Reimbursement amount of any such set off exceeds its Pro Rata Share of the Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, purchase for cash, from cash (and the other Lenders such or holders shall sell) participations in their Loans and Notes each such other Lender's or holder's Pro Rata Share of the Reimbursement Obligations as shall would be necessary to cause such purchasing Lender to share such excess with each other Lender or the Issuer to share the excess payment with each of them according to their pro rata share (holder in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s pro rata share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredtheir respective Pro Rata Shares. The Each Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Issuer Obligations and may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so purchasing a participation from another Lender pursuant to this Section in the Loans made or other Obligations held by other Lenders or holders may exercise such all rights to payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or the Issuer holder were the a direct creditor holder of the Borrower 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 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. (b) If any Lender or the Issuer (each a “Benefited Lender”"BENEFITED LENDER") shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes or the Reimbursement Obligations in excess of its pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations) of payments then due and payable on account of the Loans and Notes received by all the Lenders or the Reimbursement Obligations, such Lender or the Issuer, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders such participations in their Loans and Notes or the Reimbursement Obligations as shall be necessary to cause such purchasing Lender or the Issuer to share the excess payment with each of them according to their pro rata share (in accordance with the outstanding principal balance of all Loans or the Reimbursement Obligations), provided PROVIDED that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender or the Issuer, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender or the Issuer the purchase price to the extent of such recovery, together with an amount equal to such Lender’s 's pro rata share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender or the Issuer) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent permitted by law, that any Lender or the Issuer so purchasing a participation from another Lender pursuant to this Section may exercise such rights to payment (including the right of set-off) with respect to such participation as fully as if such Lender or the Issuer were the direct creditor of the Borrower in the amount of such participation.