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

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 continuation of any Event of Default, 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 owing by such Lender to or for the credit or for the account of any Borrower, against and on account of any of the Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender that has exercised its right to set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (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 Obligations and may sell participations in such excess to other Lenders and holders, and (z) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. 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 continuation continuance of any Event of Default, each Lender is hereby authorized by Borrower Borrowers at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent Agents, and without with reasonably prompt subsequent notice to Borrower Representative (any prior or any other Person other than Agent (such contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (ai) 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 or any of its Subsidiaries (regardless of whether such balances are then due to any such Borrower or its Subsidiaries), and (bii) other Property property at any time held or owing by such Lender to or for the credit or for the account of any BorrowerBorrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to AgentObligations. Any Lender that has exercised its exercising a 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 Pro Rata Share Revolving Loan Percentage of payments obtained by all of Lenders on account of such Obligationsthe amount set off, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations interests in each such other Lender’s or holder’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 Lenders or holders Lender in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryRevolving Loan Percentages. Borrower agreesBorrowers agree, 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 may sell participations in upon doing so shall deliver such excess to other Agent for the benefit of all Lenders and holdersin accordance with the Revolving Loan Percentages. Notwithstanding the foregoing, and (z) any no Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may shall exercise all rights of set-off, bankers’ lien, counterclaim or similar setoff rights with respect to U.K. Borrowers’ and Canadian Borrower’s assets and apply such participation as fully as if such Lender were a direct holder of Loans and other Obligations in proceeds to the amount of such participationU.S. Obligations.

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 continuation continuance of any Event of Default, 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 reasonably prompt subsequent notice to Borrower or to any other Person other than Agent (such any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (aA) balances (general or special, time or demand, provisional or final) held by such Lender or such holder at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (bB) other Property 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 Borrowerof its Subsidiaries, against and on account of any of the Obligations which are not paid when due; provided except that no Lender or any such holder shall exercise any such right without the prior written notice to consent of Agent. Any Lender that has exercised its having a 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 Pro Rata Share of payments obtained by all of Lenders on account of such the Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s 's or holder’s 's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-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 (zb) any Lender or holder so purchasing a participation in the Loans made or other Obligations obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ ' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. 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 continuation continuance of any Event of Default, each Lender is hereby authorized by Holdings and 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 reasonably prompt subsequent notice to Holdings and Borrower (any prior or any other Person other than Agent (such contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (aA) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrower Holdings or any of its Subsidiaries (other than any Institution Subsidiary of Borrower) (regardless of whether such balances are then due to Holdings or any Borrower of its Subsidiaries), and (bB) other Property property at any time held or owing by such Lender to or for the credit or for the account of Holdings or any of its Subsidiaries (other than any Institution Subsidiary of Borrower), against and on account of any of the Obligations which are not paid when dueObligations; provided except that no Lender or any such holder shall exercise any such right without the prior written notice to consent of Agent. Any Lender that has exercised its exercising a 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 Pro Rata Share of payments obtained the amount received in connection therewith by all of Lenders on account of such ObligationsLenders, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations interests in each such other Lender’s or holder’s 's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders Lender in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion . Each of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, Holdings and the purchase price and benefits returned, to the extent of such recovery. Borrower 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 of the Obligations and may sell participations in upon doing so shall deliver such excess to other Agent for the benefit of all Lenders and holders, and (z) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights accordance with respect to such participation as fully as if such Lender were a direct holder of Loans and other Obligations in the amount of such participationtheir Pro Rata Shares.

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 continuation continuance of any Event of Default, each Lender is hereby authorized by Borrower Borrowers at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent and without reasonably prompt subsequent notice to Borrower Borrowers or to any other Person other than Agent (such any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (aA) balances (general or special, time or demand, provisional or final) held by such Lender or such holder at any of its offices for the account of Borrower Borrowers or any of its Subsidiaries (regardless of whether such balances are then due to any a Borrower or its Subsidiaries), and (bB) other Property property at any time held or owing by such Lender or such holder to or for the credit or for the account of a Borrower or any Borrowerof its Subsidiaries, against and on account of any of the Obligations which are not paid when due; provided except that no Lender or any such holder shall exercise any such right without the prior written notice to consent of Administrative Agent. Any Lender that has exercised its having a 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 Pro Rata Share of payments obtained by all of Lenders on account of such the Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s 's or holder’s 's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Each Borrower agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-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 (zb) any Lender or holder so purchasing a participation in the Loans made or other Obligations obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. 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 continuation continuance of any Event of Default, each Lender is hereby authorized by Borrower Borrowers at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent Agents, and without with reasonably prompt subsequent notice to Borrower Representative (any prior or any other Person other than Agent (such contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (ai) 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 Borrower such Borrower), ; and (bii) other Property property 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 Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to AgentObligations. Any Lender that has exercised its exercising a 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 Pro Rata Share Aggregate Percentage of payments obtained by all of Lenders on account of such Obligationsthe amount set off, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations interests in each such other Lender’s or holder’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 Lenders or holders Lender in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryAggregate Percentages. Borrower agreesBorrowers agree, 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 prorata share of the Obligations and may sell participations in upon doing so shall deliver such excess to other Agent for the benefit of all Lenders and holdersin accordance with the Aggregate Percentages. Notwithstanding the foregoing, and (z) any no Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may shall exercise all rights of set-off, bankers’ lien, counterclaim or similar set off rights with respect to (i) Canadian Borrower’s assets and apply such participation as fully as if proceeds to the U.S. Obligations or (ii) U.K. Borrower’s assets and apply such Lender were a direct holder of Loans proceeds to the Canadian Obligations or (iii) Canadian Borrower’s assets and other Obligations in apply such proceeds to the amount of such participationU.K. Obligations.

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 continuation continuance of any Event of Default, each Lender and each holder of any Revolving Credit Note 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 to any other Person other than Agent (Person, any 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 it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any Borrower ), and (b) 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 any Borrower, Borrower against and on account of any of the Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender that has exercised its or holder of any Revolving Credit Note, Term Loan Note or Capital Expenditure Loan Note having a 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 Pro Rata Share of payments obtained by all of Lenders on account of such the Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) such participations in each such other Lender’s 's or holder’s 's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-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, holders and (zb) any Lender or holders so purchasing a participation in the Loans Revolving Credit Advances or funding of the Term Loan or the Capital Expenditure Loan made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ ' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans Revolving Credit Advances, the Term Loan, the Capital Expenditure Loan and other Obligations in the amount of such 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 continuation continuance of any Event of Default, each Lender is hereby authorized by Borrower Borrowers at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent and without reasonably prompt subsequent notice to Appropriate Borrower Representative (any prior or any other Person other than Agent (such contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (aA) 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 or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (bB) other Property property at any time held or owing by such Lender to or for the credit or for the account of any BorrowerBorrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when dueObligations; provided except that no Lender or any such holder shall exercise any such right without the prior written notice consent of Administrative Agent (or with respect to European Borrowers, Administrative Agent and European Loan Agent). Any Lender that has exercised its exercising a right to set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account of such Obligations, shall purchase for cash (and the other Lenders or holders of the Loans shall sell) participations interests in each of such other Lender’s or holder’s '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 Lenders or holders Lender in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agreesBorrowers agree, 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 of the Obligations and may sell participations upon doing so shall deliver such amount so set off to the Appropriate Agent for the benefit of all Lenders in such excess to other Lenders and holdersaccordance with their Pro Rata Shares. To the extent permitted under applicable law, and (z) any Lender so purchasing which receives a participation 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 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 Loans and other Obligations in the amount of such participationprovisions 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 continuation continuance of any Event of Default, 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 reasonably prompt subsequent notice to Borrower on behalf of all Loan Parties or to any other Person other than Agent (such any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (aA) balances (general or special, time or demand, provisional or final) held by such Lender or such holder at any of its offices for the account of Borrower any Loan Party or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower Loan Party or its Subsi- diaries), and (bB) other Property property at any time held or owing by such Lender or such holder to or for the credit or for the account of any BorrowerLoan Party or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due; provided except that no Lender or any such holder shall exercise any such right without the prior written notice to consent of Agent. Any Lender that which 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 Pro Rata Share of payments obtained by all of Lenders on account of such the Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s 's or holder’s 's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower Each Loan Party agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-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 (zb) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ ' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. 10.4.1 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 continuation continuance of any Event of Default, each Domestic Lender is hereby authorized by Borrower Domestic Borrowers at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Administrative Agent and without with reasonably prompt subsequent notice to Borrower Representative (any prior or any other Person other than Agent (such contemporaneous notice to Borrowers 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 Domestic Lender at any of its offices for the account of any Domestic Borrower or any of its Subsidiaries (regardless other than Canadian Borrower)(regardless of whether such balances are then due to any such Borrower or its Subsidiaries), and (b) other Property property at any time held or owing by such Domestic Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries (other than Canadian Borrower), against and on account of any of the Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to AgentDomestic Obligations. Any Domestic Lender that has exercised its exercising a 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 Pro Rata Share pro rata share of payments obtained by all of Lenders on account of such Obligationsthe amount set off, purchase for cash (and the other Domestic Lenders or holders of the Loans shall sell) participations interests in each such other Domestic Lender’s or holder’s Pro Rata Share 's pro rata share of the Domestic Obligations as would be necessary to cause such Domestic Lender to share such excess with each other Lenders or holders Domestic Lender in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoverypro rata shares. Each Domestic Borrower agrees, to the fullest extent permitted by law, that (y) any Domestic 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 Domestic Obligations and may sell participations in upon doing so shall deliver such excess to other Lenders Administrative Agent for the benefit of all Domestic Lenders, in accordance with the Domestic Revolving Loan Percentages and holdersthe outstanding principal amount of the Domestic Term Loans, and (z) any Lender so purchasing a participation as applicable, to be applied to the Domestic Obligations in the Loans made or other Obligations held by other Lenders may exercise all rights manner set forth in the second sentence of set-off, bankers’ lien, counterclaim or similar rights Section 3.3.1 with respect to such participation as fully as if such Lender were a direct holder the application of Loans and other Obligations in the amount proceeds of such participationDomestic Collateral.

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 continuation continuance of any Event of Default, 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 reasonably prompt subsequent notice to Borrower or to any other Person other than Agent (such 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 or such holder at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (b) other Property 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 Borrowerof its Subsidiaries, against and on account of any of the Obligations which are not paid when due; provided except that no Lender or any such holder shall exercise any such right without the prior written notice to consent of the Agent. Any Lender that which 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 Pro Rata Share of payments obtained by all of Lenders on account of such the Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-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 (zb) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. 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 continuation continuance of any Event of Default, each Lender is hereby authorized by Borrower Borrowers at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent Agents, and without with reasonably prompt subsequent notice to Borrower Representative (any prior or any other Person other than Agent (such contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (ai) 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 Borrower such Borrower), ; and (bii) other Property property 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 Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to AgentObligations. Any Lender that has exercised its exercising a 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 Pro Rata Share Aggregate Percentage of payments obtained by all of Lenders on account of such Obligationsthe amount set off, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations interests in each such other Lender’s or holder’s Pro Rata Share 's pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders Lender in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryAggregate Percentages. Borrower agreesBorrowers agree, 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 may sell participations in upon doing so shall deliver such excess to other Agent for the benefit of all Lenders and holdersin accordance with the Aggregate Percentages. Notwithstanding the foregoing, and (z) any no Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may shall exercise all rights of set-off, bankers’ lien, counterclaim or similar set off rights with respect to U.K. Borrower's or Canadian Borrowers' assets and apply such participation as fully as if such Lender were a direct holder of Loans and other Obligations in proceeds to the amount of such participationU.S. Obligations.

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 continuation continuance of any Event of Default, each Lender is hereby authorized by each 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 reasonably prompt subsequent notice to such Borrower or to any other Person other than Agent (such any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (aA) balances (general or special, time or demand, provisional or final) held by such Lender or such holder 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 any such Borrower or its Subsidiaries), and (bB) other Property property at any time held or owing by such Lender or such holder to or for the credit or for the account of any BorrowerBorrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when due; provided except that no Lender or any such holder shall exercise any such right without the prior written notice to consent of Administrative and Documentation Agent. Any Lender that which 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 Pro Rata Share of payments obtained by all of Lenders on account of such the Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s 's or holder’s 's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Each Borrower agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-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 (zb) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ ' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. 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 continuation continuance of any Event of Default, each Lender is hereby authorized by Borrower Borrowers at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent and without reasonably prompt subsequent notice to Borrower Borrowers (any prior or any other Person other than Agent (such contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (ai) (A) balances held by any Lender at any of its offices for the account of Canadian Borrower or any other Canadian Loan Party (general regardless of whether such balances are then due to Canadian Borrower, or specialany other Canadian Loan Party), and (B) other property at any time held or demandowing by any Lender to or for the credit or for the account of Canadian Borrower, provisional or finalany 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 US Loan Party (regardless of whether such balances are then due to US Borrower or any Borrower other US Loan Party), and (bB) other Property property at any time held or owing by such Lender to or for the credit or for the account of US Borrower or any Borrowerother US Loan Party, against and on account of any of the Obligations which are not paid when due(or, in the case of clause (i), against and on account of the Canadian Obligations); provided except that no Lender or any such holder 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 Agentapplicable Borrower(s) shall not affect the validity of such set off and application. Any Lender that has exercised its exercising a right to set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account of such Obligations, shall purchase for cash (and the other Lenders or holders of the Loans shall sell) participations interests in each of such other Lender’s or holder’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 Lenders or holders Lender entitled to share in the amount so set off in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agreesBorrowers agree, 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 of the Obligations and may sell participations in upon doing so shall deliver such excess amount so set off to other Agent for the benefit of all Lenders and holders, and (z) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect entitled to such participation as fully as if such Lender were a direct holder of Loans and other Obligations share in the amount of such participationso set off in accordance with their Pro Rata Shares.

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 continuation continuance of any Event of Default, each Lender and Issuing Bank is hereby authorized by Borrower Loan Parties at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent and without reasonably prompt subsequent notice to Borrower Representative or to any other Person other than Agent (such any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (aA) balances (general or special, time or demand, provisional or final) held by such Lender or Issuing Bank at any of its offices for the account of Borrower any Loan Party (regardless of whether such balances are then due to any Borrower )such Loan Party, and (bB) other Property 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 Obligations which are not paid when due; provided except that no Lender or any such holder shall exercise any such right without the prior written notice to consent of Administrative Agent. Any Lender that which 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 Pro Rata Share of payments obtained by all of Lenders on account of such the Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s 's or holder’s 's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agreesThe Loan Parties agree, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-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 (zb) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ ' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. 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 continuation continuance of any Event of Default, each Lender is hereby authorized by Borrower Borrowers at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent and without reasonably prompt subsequent notice to Appropriate Borrower Representative (any prior or any other Person other than Agent (such contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (aA) 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 or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (bB) other Property property at any time held or owing by such Lender to or for the credit or for the account of any BorrowerBorrower or any of its Subsidiaries, against and on account of any of the Obligations which are not paid when dueObligations; provided except that no Lender or any such holder shall exercise any such right without the prior written notice consent of Administrative Agent (or with respect to European Borrower, Administrative Agent, European Working Capital Loan Agent and European Loan Agent). Any Lender that has exercised its exercising a right to set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account of such Obligations, shall purchase for cash (and the other Lenders or holders of the Loans shall sell) participations interests in each of such other Lender’s or holder’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 Lenders or holders Lender in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agreesBorrowers agree, 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 of the Obligations and may sell participations upon doing so shall deliver such amount so set off to the Appropriate Agent for the benefit of all Lenders in such excess to other Lenders and holdersaccordance with their Pro Rata Shares. To the extent permitted under applicable law, and (z) any Lender so purchasing which receives a participation 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 Loans made or other Obligations held by other Lenders may exercise all rights provisions hereof. The parties hereto agree that the provisions of set-off, bankers’ lien, counterclaim or similar rights this Section shall apply with respect to such participation as fully as if such Lender were a direct holder of Loans any and other Obligations all set offs or off sets made pursuant to this Section or pursuant to applicable law or otherwise (including, without limitation, any set offs or off sets made pursuant to or in connection with the amount of such participationEuropean Cash Pooling System).

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 continuation continuance of any Event of Default, each Lender is hereby authorized by Borrower Borrowers at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent Agents, and without with reasonably prompt subsequent notice to Borrower Representative (any prior or any other Person other than Agent (such contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (ai) 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 Borrower such Borrower), ; and (bii) other Property property 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 Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to AgentObligations. Any Lender that has exercised its exercising a 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 Pro Rata Share Revolving Loan Percentage of payments obtained by all of Lenders on account of such Obligationsthe amount set off, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations interests in each such other Lender’s or holder’s Pro Rata Share 's PRO RATA share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders Lender in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryRevolving Loan Percentages. Borrower agreesBorrowers agree, 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 may sell participations in upon doing so shall deliver such excess to other Agent for the benefit of all Lenders and holdersin accordance with the Revolving Loan Percentages. Notwithstanding the foregoing, and (z) any no Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may shall exercise all rights of set-off, bankers’ lien, counterclaim or similar set off rights with respect to U.K. Borrower's or Canadian Borrowers' assets and apply such participation as fully as if such Lender were a direct holder of Loans and other Obligations in proceeds to the amount of such participationU.S. Obligations.

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 continuation continuance of any Event of Default, each Lender is hereby authorized by Borrower Borrowers at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Agent Agents, and without with reasonably prompt subsequent notice to Borrower Representative (any prior or any other Person other than Agent (such contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (ai) 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 Borrower such Borrower), ; and (bii) other Property property 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 Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to AgentObligations. Any Lender that has exercised its exercising a 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 Pro Rata Share Aggregate Percentage of payments obtained by all of Lenders on account of such Obligationsthe amount set off, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations interests in each such other Lender’s or holder’s Pro Rata Share 's pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders Lender in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoveryAggregate Percentages. Borrower agreesBorrowers agree, 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 may sell participations in upon doing so shall deliver such excess to other Agent for the benefit of all Lenders and holdersin accordance with the Aggregate Percentages. Notwithstanding the foregoing, and (z) any no Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may shall exercise all rights of set-off, bankers’ lien, counterclaim or similar set off rights with respect to (i) Canadian Borrower's assets and apply such participation as fully as if proceeds to the U.S. Obligations or (ii) U.K. Borrower's assets and apply such Lender were a direct holder of Loans proceeds to the Canadian Obligations or (iii) Canadian Borrower's assets and other Obligations in apply such proceeds to the amount of such participation.U.K.

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 continuation continuance of any Event of Default, each Lender and each holder of any Revolving Credit Note 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 to any other Person other than Agent (Person, any 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 it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any Borrower ), and (b) 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 any Borrower, Borrower against and on account of any of the Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender that has exercised its or holder of any Revolving Credit Note or Term Note having a 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 Pro Rata Share of payments obtained by all of Lenders on account of such the Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) such participations in each such other Lender’s 's or holder’s 's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, holders and (zb) any Lender or holders so purchasing a participation in the Loans Revolving Credit Advances or funding of the Term Loan made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ ' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Revolving Credit Advances, the Term Loans and other Obligations in the amount of such 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 continuation continuance of any Event of Default, each Lender and each holder of any Term Note 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 to any other Person other than Agent (Person, any 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 it at any of its offices for the account of Borrower or any Guarantor Subsidiary (regardless of whether such balances are then due to Borrower or such Guarantor Subsidiary) and any Borrower ), and (b) 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 Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender that has exercised its or holder of any Term Note having a 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 Pro Rata Share of payments obtained by all of Lenders on account of such the Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) such participations in each such other Lender’s 's or holder’s 's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-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, holders and (zb) any Lender or holders so purchasing a participation in any Pro Rata Share of the Loans made Term Loan or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ ' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans such Pro Rata Share of the Term Loan and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. 10.4.1 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 continuation continuance of any Event of Default, each Domestic Lender is hereby authorized by Domestic Borrower at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Administrative Agent and without with reasonably prompt subsequent notice to Borrower Representative (any prior or any other Person other than Agent (such contemporaneous notice to Borrowers 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 Domestic Lender at any of its offices for the account of Domestic Borrower or any of its Subsidiaries (regardless other than Canadian Borrower and UK Borrowers)(regardless of whether such balances are then due to any such Borrower or its Subsidiaries), and (b) other Property 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 Borrowerof its Subsidiaries (other than Canadian Borrower and UK Borrowers), against and on account of any of the Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to AgentDomestic Obligations. Any Domestic Lender that has exercised its exercising a 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 Pro Rata Share pro rata share of payments obtained by all of Lenders on account of such Obligationsthe amount set off, purchase for cash (and the other Domestic Lenders or holders of the Loans shall sell) participations interests in each such other Domestic Lender’s or holder’s Pro Rata Share 's pro rata share of the Domestic Obligations as would be necessary to cause such Domestic Lender to share such excess with each other Lenders or holders Domestic Lender in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoverypro rata shares. Domestic Borrower agrees, to the fullest extent permitted by law, that (y) any Domestic 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 Domestic Obligations and may sell participations in upon doing so shall deliver such excess to other Lenders Administrative Agent for the benefit of all Domestic Lenders, in accordance with the Domestic Revolving Loan Percentages and holdersthe outstanding principal amount of the Domestic Term Loan, and (z) any Lender so purchasing a participation as applicable, to be applied to the Domestic Obligations in the Loans made or other Obligations held by other Lenders may exercise all rights manner set forth in the second sentence of set-off, bankers’ lien, counterclaim or similar rights Section 3.3.1 with respect to such participation as fully as if such Lender were a direct holder the application of Loans and other Obligations in the amount proceeds of such participationDomestic Collateral.

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 continuation continuance of any Event of Default, each Lender and each holder of any Note 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 reasonably prompt subsequent notice to Borrower or to any other Person other than Agent (such any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (aA) balances (general or special, time or demand, provisional or final) held by such Lender or such holder at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (bB) other Property 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 Borrowerof its Subsidiaries, against and on account of any of the Obligations which are not paid when due; provided except that no Lender or any such holder shall exercise any such right without the prior written notice to consent of the Agent. Any Lender that has exercised its or holder of any Note having a 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 Pro Rata Share of payments obtained by all of Lenders on account of such the Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s 's or holder’s 's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-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 (zb) any Lender or holder so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ ' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount of such participation.

Set Off and Sharing of Payments. 10.4.1 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 continuation continuance of any Event of Default, each Domestic Lender is hereby authorized by Domestic Borrower at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of Administrative Agent and without with reasonably prompt subsequent notice to Borrower Representative (any prior or any other Person other than Agent (such contemporaneous notice to Borrowers 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 Domestic Lender at any of its offices for the account of Domestic Borrower or any of its Subsidiaries (regardless other than Canadian Borrower)(regardless of whether such balances are then due to any such Borrower or its Subsidiaries), and (b) other Property 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), against and on account of any of the Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to AgentDomestic Obligations. Any Domestic Lender that has exercised its exercising a 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 Pro Rata Share pro rata share of payments obtained by all of Lenders on account of such Obligationsthe amount set off, purchase for cash (and the other Domestic Lenders or holders of the Loans shall sell) participations interests in each such other Domestic Lender’s or holder’s Pro Rata Share pro rata share of the Domestic Obligations as would be necessary to cause such Domestic Lender to share such excess with each other Lenders or holders Domestic Lender in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recoverypro rata shares. Domestic Borrower agrees, to the fullest extent permitted by law, that (y) any Domestic 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 Domestic Obligations and may sell participations in upon doing so shall deliver such excess to other Lenders Administrative Agent for the benefit of all Domestic Lenders, in accordance with the Domestic Revolving Loan Percentages and holdersthe outstanding principal amount of the Domestic Term Loan, and (z) any Lender so purchasing a participation as applicable, to be applied to the Domestic Obligations in the Loans made or other Obligations held by other Lenders may exercise all rights manner set forth in subsections (b)-(d) of set-off, bankers’ lien, counterclaim or similar rights Section 3.3.1 with respect to such participation as fully as if such Lender were a direct holder the application of Loans and other Obligations in the amount proceeds of such participationDomestic Collateral.

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 acceleration of the continuation of any Event of DefaultLiabilities, each Lender and each holder of any Note 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 to any other Person other than Agent (Person, any 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 it at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries) and any Borrower ), and (b) other Property property at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Borrower, Borrower against and on account of any of the Obligations Liabilities which are not paid when due; provided that no Lender or any such holder shall exercise any such right without giving prior written notice to Collateral Agent. Any Lender that has exercised its or holder of any Note having a 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 Pro Rata Share of payments obtained by all of Lenders on account of such Obligationsthe Liabilities, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s 's or holder’s 's Pro Rata Share of Obligations the Liabilities as would be necessary to cause such Lender to share such excess with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-set off with respect to amounts in excess of its Pro Rata Share of the Obligations Liabilities and may sell participations in such excess to other Lenders and holders, holders and (zb) any Lender or holder so purchasing a participation in the Loans made or other Obligations Liabilities held by other Lenders or holders may exercise all rights of set-off, bankers’ ' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations Liabilities in the amount of such 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 continuation of any Event of Default, each Lender is hereby authorized by Borrower the Credit Parties at any time or from time to time, to the fullest extent permitted by law, with the prior written consent of notice to 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 any Credit Party (regardless of whether such balances are then due to any Borrower Credit Party), and (b) other Property at any time held or owing by such Lender to or for the credit or for the account of any BorrowerCredit Party, against and on account of any of the Obligations which are not paid when due; provided provided, that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender that has exercised its right to set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower Each Credit Party agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (zb) 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 Loans and other Obligations in the amount of such 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 continuation of any Event of DefaultTermination Event, each Lender and each holder of any Note 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 the Borrower or to any other Person other than Agent (Person, any such notice being hereby expressly waived) waived (but subject to Section 2.3(b)(i)), 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 it at any of its offices for the account of the Borrower (regardless of whether such balances are then due to the Borrower) and any Borrower ), and (b) 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 any Borrower, the Borrower against and on account of any of the Borrower Obligations which are not paid when due; provided that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender that has exercised its or holder of any Note exercising a right to set-set off or otherwise has received receiving any payment on account of the Borrower Obligations shall, to the extent the amount in excess of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account of such Obligations, thereof shall purchase for cash (and the other Lenders or holders of the Loans shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Borrower Obligations as would be necessary to cause such Lender to share such excess the amount so set off or otherwise received with each other Lenders Lender or holders holder in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion . Each Lender’s rights and obligations pursuant to this Section 11.7 are in addition to and not in limitation of such excess payment or benefits is thereafter recovered from such purchasing Lender, such its obligations to purchase shall be rescinded, a participation equal to its Pro Rata Share of the Swing Line Advance pursuant to Section 2.1(e) and the purchase price make a Revolving Credit Advance pursuant to Section 2.19(c) and benefits returned, to the extent of such recoverySection 2.6(c). The Borrower agrees, to the fullest extent permitted by law, that (ya) any Lender or holder may exercise its right to set-set off with respect to amounts in excess of its Pro Rata Share of the Borrower Obligations and may sell participations in such excess amount so set off to other Lenders and holders, holders and (zb) any Lender or holders so purchasing a participation in the Loans Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of set-set off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans the Advances and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the set-off 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.