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

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and 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 Agents, and with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of any Borrower (regardless of whether such balances are then due to any such Borrower); and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower against and on account of any of the Obligations. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender's pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Aggregate Percentages. Borrowers agree, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoing, no Lender shall exercise set off rights with respect to (i) Canadian Borrower's assets and apply such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of Administrative Agent, each Lender is hereby authorized by Borrowers at any time or from time to time, with prior written consent of Agents, and with reasonably prompt subsequent without notice to Borrower Representative (any prior Loan Party or contemporaneous to any other Person, any such notice to Borrower Representative being hereby expressly waived) , to set off and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of any Borrower 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 such Borrower); and (ii) other property at properties or assets any time held or owing by such that Lender to or for the credit or for the account of any Borrower Loan Party or any Subsidiary of a Loan Party against and on account of any of the ObligationsObligations which are not paid when due. Any Lender exercising a right to set off shall, 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 extent the amount of any such set off exceeds its Aggregate Percentage priority of the amount set off, repayment of the Obligations shall purchase for cash (and the other Lenders shall sell) interests such participations in each such other Lender's pro rata share ’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so set off or otherwise received with each other Lender in accordance with their respective Aggregate PercentagesPro Rata Shares and in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligations. Borrowers agreeEach 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 Pro Rata Share of the Obligations and upon doing may sell participations in such amount so shall deliver 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 excess to Agent for participation as fully as if such Lender were a direct holder of the benefit Loans and the other Obligations in the amount of all Lenders in accordance with the Aggregate Percentagessuch participation. Notwithstanding the foregoing, no 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 exercise set off be rescinded and the purchase price restored without interest. Each Lender agrees to promptly notify Borrower and Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect or impair the validity of such setoff and application or such Lender’s other rights with respect to (i) Canadian Borrower's assets and apply such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.under this Section 10.8.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and 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 Agents, and with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of any Borrower (regardless of whether such balances are then due to any such Borrower); and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower against and on account of any of the Obligations. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender's ’s pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Aggregate Percentages. Borrowers agree, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata prorata share of the Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoing, no Lender shall exercise set off rights with respect to (i) Canadian Borrower's ’s assets and apply such proceeds to the U.S. Obligations or (ii) U.K. Borrower's ’s assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's ’s assets and apply such proceeds to the U.K.U.K. Obligations.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized by Borrowers Borrower at any time or from time to time, with prior written consent of Agents, and with reasonably prompt subsequent notice to Borrower Representative on behalf of all Loan Parties or to any other Person (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (iA) balances held by such Lender or such holder at any of its offices for the account of any Borrower Loan Party or any of its Subsidiaries (regardless of whether such balances are then due to any such BorrowerLoan Party or its Subsi- diaries); , and (iiB) other property at any time held or owing by such Lender or such holder to or for the credit or for the account of any Borrower Loan Party or any of its Subsidiaries, against and on account of any of the ObligationsObligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Agent. Any Lender exercising a which has exercised its right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage Pro Rata Share of the amount set offObligations, purchase for cash (and the other Lenders or holders shall sell) interests participations in each such other Lender's pro rata share or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Aggregate PercentagesPro Rata Shares. Borrowers agreeEach 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 Pro Rata Share of the Obligations and upon doing so shall deliver may sell participations in such excess to Agent for other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the benefit Loans made or other Obligations held by other Lenders or holders may exercise all rights of all Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoingset-off, no Lender shall exercise set off bankers' lien, counterclaim or similar rights with respect to (i) Canadian Borrower's assets such participation as fully as if such Lender or holder were a direct holder of Loans and apply other Obligations in the amount of such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.participation.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender and Issuing Bank is hereby authorized by Borrowers Loan Parties at any time or from time to time, with prior written consent of Agents, and with reasonably prompt subsequent notice to Borrower Representative or to any other Person (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (iA) balances held by such Lender or Issuing Bank at any of its offices for the account of any Borrower Loan Party (regardless of whether such balances are then due to any such Borrower); Loan Party, and (iiB) other property at any time held or owing by such Lender or Issuing Bank to or for the credit or for the account of any Borrower Loan Party against and on account of any of the ObligationsObligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a which has exercised its right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage Pro Rata Share of the amount set offObligations, purchase for cash (and the other Lenders or holders shall sell) interests participations in each such other Lender's pro rata share or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Aggregate PercentagesPro Rata Shares. Borrowers The Loan Parties agree, 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 Pro Rata Share of the Obligations and upon doing so shall deliver may sell participations in such excess to Agent for other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the benefit Loans made or other Obligations held by other Lenders or holders may exercise all rights of all Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoingset-off, no Lender shall exercise set off bankers' lien, counterclaim or similar rights with respect to (i) Canadian Borrower's assets such participation as fully as if such Lender or holder were a direct holder of Loans and apply other Obligations in the amount of such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.participation.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and 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 Agents, and with reasonably prompt subsequent notice to Appropriate Borrower Representative (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (iA) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any such BorrowerBorrower or its Subsidiaries); , and (iiB) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of 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 Administrative Agent (or with respect to European Borrower, Administrative Agent, European Working Capital Loan Agent and European Loan Agent). Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage of the amount set off, shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's pro rata share ’s Pro Rata Share of the Obligations as would be necessary to cause such Lender all Lenders to share such excess the amount so set off with each other Lender in accordance with their respective Aggregate PercentagesPro Rata Shares. Borrowers agree, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing so shall deliver such excess amount so set off to the Appropriate Agent for the benefit of all Lenders in accordance with their Pro Rata Shares. To the Aggregate Percentagesextent permitted under applicable law, any Lender which receives a payment through the exercise of rights under this Section 8.3 shall use reasonable efforts to forward such payment to Appropriate Agent for distribution to Lenders in accordance with the provisions hereof. Notwithstanding The parties hereto agree that the foregoing, no Lender provisions of this Section shall exercise set off rights apply with respect to any and all set offs or off sets made pursuant to this Section or pursuant to applicable law or otherwise (i) Canadian Borrower's assets and apply such proceeds including, without limitation, any set offs or off sets made pursuant to or in connection with the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.European Cash Pooling System).

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law Applicable Law and 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 Agents, and with reasonably prompt subsequent notice to Borrower Representative Borrowers (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (i) (A) balances held by any Lender at any of its offices for the account of Canadian Borrower or any other Canadian Loan Party (regardless of whether such balances are then due to Canadian Borrower, or any other Canadian Loan Party), and (B) other property at any time held or owing by any Lender to or for the credit or for the account of Canadian Borrower, or any other Canadian Loan Party, and (ii) (A) balances held by such Lender at any of its offices for the account of US Borrower or any Borrower US Loan Party (regardless of whether such balances are then due to US Borrower or any such Borrowerother US Loan Party); , and (iiB) other property at any time held or owing by such Lender to or for the credit or for the account of US Borrower or any Borrower other US Loan Party, against and on account of any of the Obligations (or, in the case of clause (i), against and on account of the Canadian Obligations); except that no Lender shall exercise any such right without the prior written consent of Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to applicable Borrower(s) shall not affect the validity of such set off and application. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage of the amount set off, shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's pro rata share ’s Pro Rata Share of the Obligations as would be necessary to cause such Lender all Lenders to share such excess the amount so set off with each other Lender entitled to share in the amount so set off in accordance with their respective Aggregate PercentagesPro Rata Shares. Borrowers agree, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing so shall deliver such excess amount so set off to Agent for the benefit of all Lenders entitled to share in the amount so set off in accordance with the Aggregate Percentages. Notwithstanding the foregoing, no Lender shall exercise set off rights with respect to (i) Canadian Borrower's assets and apply such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.their Pro Rata Shares.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender and each holder of any Note is hereby authorized by Borrowers Borrower at any time or from time to time, with prior written consent of Agents, and with reasonably prompt subsequent notice to Borrower Representative or to any other Person (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (iA) balances held by such Lender or such holder at any of its offices for the account of Borrower or any Borrower of its Subsidiaries (regardless of whether such balances are then due to any such BorrowerBorrower or its Subsidiaries); , and (iiB) other property at any time held or owing by such Lender or such holder to or for the credit or for the account of Borrower or any Borrower of its Subsidiaries, against and on account of any of the ObligationsObligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of the Agent. Any Lender exercising or holder of any Note having a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage Pro Rata Share of the amount set offObligations, purchase for cash (and the other Lenders or holders shall sell) interests participations in each such other Lender's pro rata share or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Aggregate PercentagesPro Rata Shares. Borrowers agreeBorrower 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 Pro Rata Share of the Obligations and upon doing so shall deliver may sell participations in such excess to Agent for other Lenders and holders, and (b) any Lender or holder so purchasing a participation in the benefit Loans made or other Obligations held by other Lenders or holders may exercise all rights of all Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoingset-off, no Lender shall exercise set off bankers' lien, counterclaim or similar rights with respect to (i) Canadian Borrower's assets such participation as fully as if such Lender or holder were a direct holder of Loans and apply other Obligations in the amount of such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.participation.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender and each holder of any Term Note is hereby authorized by Borrowers at any time or from time to time, with prior written consent of Agents, and with reasonably prompt subsequent without notice to Borrower Representative (or to any prior or contemporaneous other Person, any such notice to Borrower Representative being hereby expressly waived) , to set off and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of Borrower or any Borrower Guarantor Subsidiary (regardless of whether such balances are then due to Borrower or such Guarantor Subsidiary) and any such Borrower); and (ii) other property at properties or assets any time held or owing by such that Lender or that holder to or for the credit or for the account of Borrower or any Borrower Guarantor Subsidiary against and on account of any of the ObligationsObligations which are not paid when due. Any Lender exercising or holder of any Term Note having a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage Pro Rata Share of the amount set offObligations, purchase for cash (and the other Lenders or holders shall sell) interests such participations in each such other Lender's pro rata share or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective Aggregate PercentagesPro Rata Shares. Borrowers agreeBorrower 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 Pro Rata Share of the Obligations and upon doing so shall deliver may sell participations in such excess to Agent for other Lenders and holders and (b) any Lender or holders so purchasing a participation in any Pro Rata Share of the benefit Term Loan or other Obligations held by other Lenders or holders may exercise all rights of all Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoingset-off, no Lender shall exercise set off bankers' lien, counterclaim or similar rights with respect to (i) Canadian Borrower's assets such participation as fully as if such Lender or holder were a direct holder of such Pro Rata Share of the Term Loan and apply other Obligations in the amount of such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.participation.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and 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 Agents, and with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any such BorrowerBorrower 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 any Borrower or any of its Subsidiaries, against and on account of any of the Obligations. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender's ’s pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Aggregate Revolving Loan Percentages. Borrowers agree, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the Aggregate Revolving Loan Percentages. Notwithstanding the foregoing, no Lender shall exercise set off setoff rights with respect to (i) U.K. Borrowers’ and Canadian Borrower's ’s assets and apply such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.Obligations.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrowers Holdings and Borrower at any time or from time to time, with prior written consent of Agents, and with reasonably prompt subsequent notice to Holdings and Borrower Representative (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (iA) balances held by such Lender at any of its offices for the account of Holdings or any Borrower of its Subsidiaries (other than any Institution Subsidiary of Borrower) (regardless of whether such balances are then due to Holdings or any such Borrowerof its Subsidiaries); , and (iiB) other property at any time held or owing by such Lender to or for the credit or for the account of Holdings or any Borrower of its Subsidiaries (other than any Institution Subsidiary of Borrower), 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. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage Pro Rata Share of the amount set offreceived in connection therewith by all Lenders, purchase for cash (and the other Lenders shall sell) interests in each such other Lender's pro rata share Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Aggregate PercentagesPro Rata Shares. Borrowers agreeEach of Holdings and Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoing, no Lender shall exercise set off rights with respect to (i) Canadian Borrower's assets and apply such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.their Pro Rata Shares.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and 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 Agents, and with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of any Borrower (regardless of whether such balances are then due to any such Borrower); and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower against and on account of any of the Obligations. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender's pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Aggregate Percentages. Borrowers agree, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoing, no Lender shall exercise set off rights with respect to (i) Canadian U.K. Borrower's or Canadian Borrowers' assets and apply such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.Obligations.

Set Off and Sharing of Payments. In addition to any rights and remedies now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance continuation of any Event of Default, each Lender is hereby authorized by Borrowers the Credit Parties at any time or from time to time, to the fullest extent permitted by law, with prior written consent of Agents, notice to Agent and with reasonably prompt subsequent without notice to Borrower Representative or any other Person other than Agent (any prior or contemporaneous such notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (ia) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of any Borrower Credit Party (regardless of whether such balances are then due to any such BorrowerCredit Party); , and (iib) other property Property at any time held or owing by such Lender to or for the credit or for the account of any Borrower Credit Party, against and on account of any of the ObligationsObligations which are not paid when due; provided, that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender exercising a that has exercised its right to set set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Aggregate Percentage Pro Rata Share of payments obtained by all of the amount set offLenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) interests participations in each such other Lender's pro rata share ’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender Lenders or holders in accordance with their respective Aggregate PercentagesPro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrowers agreeEach Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set set-off with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing so shall deliver may sell participations in such excess to Agent for other Lenders and holders, and (b) any Lender so purchasing a participation in the benefit Loans made or other Obligations held by other Lenders may exercise all rights of all Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoingset-off, no Lender shall exercise set off bankers’ lien, counterclaim or similar rights with respect to (i) Canadian Borrower's assets such participation as fully as if such Lender were a direct holder of Loans and apply other Obligations in the amount of such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.participation.

Set Off and Sharing of Payments. In addition to any rights and remedies now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuance continuation of any Event of Default, each Lender is hereby authorized by Borrowers Borrower at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agents, Agent and with reasonably prompt subsequent without notice to Borrower Representative or any other Person other than Agent (any prior or contemporaneous such notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (ia) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of any Borrower (regardless of whether such balances are then due to any such BorrowerBorrower ); , and (iib) other property Collateral at any time held or owing by such Lender to or for the credit or for the account of any Borrower Borrower, against and on account of any of the ObligationsObligations which are not paid when due; provided, that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender exercising a that has exercised its right to set set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Aggregate Percentage Pro Rata Share of payments obtained by all of the amount set offLenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) interests participations in each such other Lender's pro rata share ’s or holder’s Pro Rata Share of the Obligations as would be Katapult SPV-1 LLC – Loan and Security Agreement necessary to cause such Lender to share such excess with each other Lender Lenders or holders in accordance with their respective Aggregate PercentagesPro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrowers agreeBorrower agrees, to the fullest extent permitted by law, that (y) any Lender or holder may exercise its right to set set-off with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing so shall deliver may sell participations in such excess to Agent for other Lenders and holders, and (z) any Lender so purchasing a participation in the benefit Loans made or other Obligations held by other Lenders may exercise all rights of all Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoingset-off, no Lender shall exercise set off bankers’ lien, counterclaim or similar rights with respect to (i) Canadian Borrower's assets such participation as fully as if such Lender were a direct holder of Loans and apply other Obligations in the amount of such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.participation.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and 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 Agents, and with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of any Borrower (regardless of whether such balances are then due to any such Borrower); and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower against and on account of any of the Obligations. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender's pro rata PRO RATA share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Aggregate Revolving Loan Percentages. Borrowers agree, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the Aggregate Revolving Loan Percentages. Notwithstanding the foregoing, no Lender shall exercise set off rights with respect to (i) Canadian U.K. Borrower's or Canadian Borrowers' assets and apply such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.Obligations.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and 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 Agents, the Majority Lenders and with reasonably prompt subsequent notice to Borrower Representative Borrowers (any prior or contemporaneous notice to Borrower Representative Borrowers being hereby expressly waived) and each Lender agrees that it shall, to the extent it is lawfully entitled to do so, upon the request of 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 its offices for the account of any Borrower or any of their Subsidiaries (regardless of whether such balances are then due to any such BorrowerBorrowers or their Subsidiaries); , and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of their Subsidiaries, first against and on account of any 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 Aggregate Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender's pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Aggregate Revolving Loan Percentages; provided however, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases of interests shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to the purchasing party. Borrowers agreeEach Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the Aggregate Revolving Loan Percentages. Notwithstanding the foregoing, no Lender shall exercise set off rights with respect to (i) Canadian Borrower's assets and apply such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K..

Set Off and Sharing of Payments. 10.4.1 In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Domestic Lender is hereby authorized by Borrowers Domestic Borrower at any time or from time to time, with prior written consent of Agents, Administrative Agent and with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice to Borrower Representative Borrowers being hereby expressly waived) to set off and to appropriate and to apply any and all (ia) balances held by such Domestic Lender at any of its offices for the account of Domestic Borrower or any of its Subsidiaries (other than Canadian Borrower (regardless and UK Borrowers)(regardless of whether such balances are then due to any such BorrowerBorrower or its Subsidiaries); , and (iib) other property at any time held or owing by such Domestic Lender to or for the credit or for the account of Domestic Borrower or any of its Subsidiaries (other than Canadian Borrower and UK Borrowers), against and on account of any of the Domestic Obligations. Any Domestic Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage pro rata share of the amount set off, purchase for cash (and the other Domestic Lenders shall sell) interests in each such other Domestic Lender's pro rata share of the Domestic Obligations as would be necessary to cause such Domestic Lender to share such excess with each other Domestic Lender in accordance with their respective Aggregate Percentagespro rata shares. Borrowers agreeDomestic Borrower agrees, to the fullest extent permitted by law, that any Domestic Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the Domestic Obligations and upon doing so shall deliver such excess to Administrative Agent for the benefit of all Lenders Domestic Lenders, in accordance with the Aggregate Percentages. Notwithstanding Domestic Revolving Loan Percentages and the foregoingoutstanding principal amount of the Domestic Term Loan, no Lender shall exercise as applicable, to be applied to the Domestic Obligations in the manner set off rights forth in the second sentence of Section 3.3.1 with respect to (i) Canadian Borrower's assets and apply such the application of proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.of Domestic Collateral.

Set Off and Sharing of Payments. In (a) Subject to Section 8.2(k), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each US Lender is hereby authorized by US Borrowers at any time or from time to time, with prior written consent of Agents, and with reasonably prompt subsequent notice to US Borrower Representative (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (iA) balances held by such US Lender at any of its offices for the account of any US Borrower or any of its Domestic Subsidiaries (regardless of whether such balances are then due to any such BorrowerUS Borrower or its Domestic Subsidiaries); , and (iiB) other property at any time held or owing by such US Lender to or for the credit or for the account of any US Borrower or any of its Domestic Subsidiaries, against and on account of any of the Obligations; except that no US Lender shall exercise any such right without the prior written consent of US Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such US Lender to US Borrower Representative shall not affect the validity of such set off and application. Any US Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage of the amount set off, shall purchase for cash (and the other US Lenders shall sell) interests in each of such other US Lender's pro rata share ’s Pro Rata Share of the US Obligations as would be necessary to cause such Lender all US Lenders to share such excess the amount so set off with each other US Lender entitled to share in the amount so set off in accordance with their respective Aggregate PercentagesPro Rata Shares. US Borrowers agree, to the fullest extent permitted by law, that any US Lender may exercise its right to set off with respect to amounts in excess of its pro rata share Pro Rata Share of the US Obligations and upon doing so shall deliver such excess amount so set off to the US Agent for the benefit of all US Lenders entitled to share in the amount so set off in accordance with the Aggregate Percentages. Notwithstanding the foregoing, no Lender shall exercise set off rights with respect to (i) Canadian Borrower's assets and apply such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.their Pro Rata Shares.

Set Off and Sharing of Payments. 10.4.1 In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Domestic Lender is hereby authorized by Borrowers Domestic Borrower at any time or from time to time, with prior written consent of Agents, Administrative Agent and with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice to Borrower Representative Borrowers being hereby expressly waived) to set off and to appropriate and to apply any and all (ia) balances held by such Domestic Lender at any of its offices for the account of Domestic Borrower or any Borrower of its Subsidiaries (regardless other than Canadian Borrower)(regardless of whether such balances are then due to any such BorrowerBorrower or its Subsidiaries); , and (iib) other property at any time held or owing by such Domestic Lender to or for the credit or for the account of Domestic Borrower or any Borrower of its Subsidiaries (other than Canadian Borrower), against and on account of any of the Domestic Obligations. Any Domestic Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage pro rata share of the amount set off, purchase for cash (and the other Domestic Lenders shall sell) interests in each such other Domestic Lender's ’s pro rata share of the Domestic Obligations as would be necessary to cause such Domestic Lender to share such excess with each other Domestic Lender in accordance with their respective Aggregate Percentagespro rata shares. Borrowers agreeDomestic Borrower agrees, to the fullest extent permitted by law, that any Domestic Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the Domestic Obligations and upon doing so shall deliver such excess to Administrative Agent for the benefit of all Lenders Domestic Lenders, in accordance with the Aggregate Percentages. Notwithstanding Domestic Revolving Loan Percentages and the foregoingoutstanding principal amount of the Domestic Term Loan, no Lender shall exercise as applicable, to be applied to the Domestic Obligations in the manner set off rights forth in subsections (b)-(d) of Section 3.3.1 with respect to (i) Canadian Borrower's assets and apply such the application of proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.of Domestic Collateral.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and 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 Agents, and with reasonably prompt subsequent notice to Appropriate Borrower Representative (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (iA) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any such BorrowerBorrower or its Subsidiaries); , and (iiB) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of 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 Administrative Agent (or with respect to European Borrowers, Administrative Agent and European Loan Agent). Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Aggregate Percentage of the amount set off, shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's pro rata share Pro Rata Share of the Obligations as would be necessary to cause such Lender all Lenders to share such excess the amount so set off with each other Lender in accordance with their respective Aggregate PercentagesPro Rata Shares. Borrowers agree, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing so shall deliver such excess amount so set off to the Appropriate Agent for the benefit of all Lenders in accordance with their Pro Rata Shares. To the Aggregate Percentages. Notwithstanding extent permitted under applicable law, any Lender which receives a payment through the foregoing, no Lender exercise of rights under this Section 8.3 shall exercise set off rights use reasonable efforts to forward such payment to Appropriate Agent for distribution to Lenders in accordance with respect to (i) Canadian Borrower's assets and apply such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.provisions hereof.

Set Off and Sharing of Payments. In addition to any rights and remedies now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuance continuation of any Event of Default, each Lender is hereby authorized by Borrowers Borrower at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agents, Agent and with reasonably prompt subsequent without notice to Borrower Representative or any other Person other than Agent (any prior or contemporaneous such notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (ia) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of any Borrower (regardless of whether such balances are then due to any such BorrowerBorrower ); , and (iib) other property Collateral at any time held or owing by such Lender to or for the credit or for the account of any Borrower Borrower, against and on account of any of the ObligationsObligations which are not paid when due; provided, that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender exercising a that has exercised its right to set set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Aggregate Percentage Pro Rata Share of payments obtained by all of the amount set offLenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) interests participations in each such other Lender's pro rata share ’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender Lenders or holders in accordance with their respective Aggregate PercentagesPro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrowers agreeXxxxxxxx agrees, to the fullest extent permitted by law, that (y) any Lender or holder may exercise its right to set set-off with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing so shall deliver may sell participations in such excess to Agent for other Lenders and holders, and (z) any Lender so purchasing a participation in the benefit Loans made or other Obligations held by other Katapult SPV-1 LLC – Loan and Security Agreement Lenders may exercise all rights of all Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoingset-off, no Lender shall exercise set off bankers’ lien, counterclaim or similar rights with respect to (i) Canadian Borrower's assets such participation as fully as if such Lender were a direct holder of Loans and apply other Obligations in the amount of such proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and apply such proceeds to the U.K.participation.