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 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 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, upon the occurrence and during the continuance of any Event of Default, each Lender and each holder of any Revolving Credit 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 any Borrower (regardless of whether such balances are then due to Borrower) 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 any Borrower against and on account of any of the ObligationsObligations which are not paid when due. Any Lender exercising or holder of any Revolving Credit Note, Term Loan Note or Capital Expenditure Loan Note having a right to set off shall, to the extent the amount of any such set off exceeds its 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 's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective 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 prorata 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 the benefit 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 Lenders in accordance with the Aggregate Percentages. Notwithstanding the foregoingrights of set-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 Revolving Credit Advances, the Term Loan, the Capital Expenditure 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. Obligationsparticipation.

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 Domestic Borrowers 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 any Domestic Borrower or any 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 any Borrower or any 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 agreeEach Domestic 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 prorata 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 Loans, 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 the application of proceeds of Domestic Collateral. 10.4.2 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 Canadian Lender and each Canadian Participating Lender is hereby authorized by Canadian Borrower at any time or from time to time, with prior written consent of Canadian Agent and with reasonably prompt subsequent notice to Borrower Representative (iany prior or contemporaneous notice to Borrowers being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances held by Canadian Lender or such Canadian Participating Lender at any of its offices for the account of Canadian Borrower (regardless of whether such balances are then due to Canadian Borrower’s assets ), and apply (b) other property at any time held or owing by Canadian Lender or such proceeds Canadian Participating Lender to or for the credit or for the account of Canadian Borrower, against and on account of any of the Canadian Obligations. Canadian Lender, or any Canadian Participating Lender, exercising a right to set off shall, to the U.S. Obligations or extent the amount of any such set off exceeds its Canadian Percentage of the amount set off, purchase for cash (iiand Canadian Lender and the Canadian Participating Lenders shall sell) U.K. Borrower’s assets and apply interests in each such proceeds to Lender's Canadian Percentage of the Canadian Obligations as would be necessary to cause Canadian Lender or (iii) such Canadian Borrower’s assets Participating Lender, as applicable, to share such excess with Canadian Lender and apply such proceeds each Canadian Participating Lender in accordance with their respective Canadian Percentages of the Canadian Obligations. Canadian Borrower agrees, to the U.K. Obligationsfullest extent permitted by law, that Canadian Lender and any Canadian Participating Lender may exercise its right to set off with respect to amounts in excess of its Canadian Percentage of the Canadian Obligations and upon doing so shall deliver such excess to Canadian Agent for the benefit of Canadian Lender and all Canadian Participating Lenders, in accordance with the Canadian Percentages and the outstanding principal amount of the Canadian Term Loans, as applicable, to be applied in the manner set forth in the second sentence of Section 3.3.1 with respect to the application of proceeds of Canadian 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 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 prorata 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 '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. Obligations.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, 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 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 prorata 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. ObligationsEuropean Cash Pooling System).

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 's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective 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 prorata 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. Obligationsparticipation.

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 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 prorata 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. Obligationstheir 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 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 Agent. Any Lender exercising 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 's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender or holder in accordance with their respective 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 prorata 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. Obligationsparticipation.

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 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 prorata 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 the application of proceeds of Domestic Collateral. 10.4.2 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, Canadian Lender and each Canadian Participating Lender is hereby authorized by Canadian Borrower at any time or from time to time, with prior written consent of Canadian Agent and with reasonably prompt subsequent notice to Borrower Representative (iany prior or contemporaneous notice to Borrowers being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances held by Canadian Lender or such Canadian Participating Lender at any of its offices for the account of Canadian Borrower (regardless of whether such balances are then due to Canadian Borrower’s assets ), and apply (b) other property at any time held or owing by Canadian Lender or such proceeds Canadian Participating Lender to or for the credit or for the account of Canadian Borrower, against and on account of any of the Canadian Obligations. Canadian Lender, or any Canadian Participating Lender, exercising a right to set off shall, to the U.S. extent the amount of any such set off exceeds its Canadian Percentage of the amount set off, purchase for cash (and Canadian Lender and the Canadian Participating Lenders shall sell) interests in each such Lender’s Canadian Percentage of the Canadian Obligations as would be necessary to cause Canadian Lender or (ii) U.K. Borrower’s assets such Canadian Participating Lender, as applicable, to share such excess with Canadian Lender and apply each Canadian Participating Lender in accordance with their respective Canadian Percentages of the Canadian Obligations. Canadian Borrower agrees, to the fullest extent permitted by law, that Canadian Lender and any Canadian Participating Lender may exercise its right to set off with respect to amounts in excess of its Canadian Percentage of the Canadian Obligations and upon doing so shall deliver such proceeds excess to Canadian Agent for the benefit of Canadian Lender and all Canadian Participating Lenders, in accordance with the Canadian Percentages, to be applied to the Canadian Obligations or in the manner set forth in subsections (iiib)-(d) Canadian Borrower’s assets and apply such proceeds of Section 3.3.1 with respect to the U.K. Obligationsapplication of proceeds of Canadian 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 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 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 prorata 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 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 '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 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 prorata 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. Obligationstheir Pro Rata Shares.