Common use of Setoff and Sharing of Payments Clause in Contracts

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BAnnex I, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans Loan made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender Purchaser is hereby authorized at any time or from time to time upon the direction of Collateral Agentthe Required Purchasers, without notice to Borrower Issuer or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower Issuer (regardless of whether such balances are then due to BorrowerIssuer) and any other properties or assets at any time held or owing by that Lender Purchaser or that holder to or for the credit or for the account of Borrower Issuer against and on account of any of the Obligations that are not paid when due. Any Lender Purchaser exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders Purchasers or holders shall sell) such participations in each such other LenderPurchaser’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender Purchaser to share the amount so offset or otherwise received with each other Lender Purchaser or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower Issuer agrees, to the fullest extent permitted by law, that (a) any Lender Purchaser may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender Purchaser so purchasing a participation in the Term Loans Notes made or other Obligations held by other Lenders Purchasers or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender Purchaser or holder were a direct holder of the Term Loans Notes and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender Purchaser that has exercised the right of offset, the purchase of participations by that Lender Purchaser shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.8(e), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Personperson, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. The term “Pro Rata Share” means, with respect to any Lender at any time, the percentage obtained by dividing (x) the Commitment of such Lender then in effect (or, if such Commitment is terminated, the aggregate outstanding principal amount of the Term Loans owing to such Lender) by (y) the Total Commitment then in effect (or, if the Total Commitment is terminated, the outstanding principal amount of the Term Loans owing to all Lenders).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and L/C Issuer is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account (other than Excluded Accounts (as defined in the U.S. Security Agreement)) of Borrower a Credit Party (regardless of whether such balances are then due to Borrowersuch Credit Party) and any other properties or assets Indebtedness at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower a Credit Party against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights and provided, further that the Lender may not offset or appropriate and apply any balances held by it for the account of any Canadian Borrower or any Canadian Guarantor or any other Indebtedness held or owing by that Lender to or for the credit or for the account of any Canadian Borrower or any Canadian Guarantor against or on account of any Obligations of a U.S. Borrower or U.S. Guarantor. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 2.11, 2.13 or 2.14). Each Lender’s obligation under this Section 10.7 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 2.1 and Letter of Credit Obligations under Section 2.2. Borrower Each Credit Party agrees, to the fullest extent permitted by lawlaw and subject to the limitations set forth herein, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations owed to it and may purchase sell participations in accordance with the preceding sentence and (b) any Lender such amounts so purchasing a participation in the Term Loans made or other Obligations held by offset to other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participationholders. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. If a Non-Funding Lender or Impacted Lender receives any such payment as described in this Section 10.7, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set forth in Section 10.8(a). Notwithstanding anything in this Section 10.7, amounts in accounts of the Canadian Borrowers shall not be used to set off the Obligations of the U.S. Borrowers.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any other Loan Party (regardless of whether such balances are then due to BorrowerBorrower or any other Loan Party) and any other properties or assets of the Borrower or any Loan Party at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any other Loan Party against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff setoff, or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof thereof, shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower Each Loan Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset setoff in accordance with this Section 9 or Section 12.9 of the Agreement with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B13.9(d), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans Credit Extensions made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Credit Extensions and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BTermination Event, each Lender and each holder of any Revolving Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to the Borrower or to any other Person, any such notice being hereby expressly waivedwaived (but subject to Section 2.03(b)(i)), to setoff set off and to appropriate and to apply any and all balances held by 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 other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of the Borrower against and on account of any of the Borrower Obligations that which are not paid when due. Any Lender or holder of any Revolving Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Borrower Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Borrower Obligations as would be necessary to cause such Lender to share the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Borrower Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of offsetset off, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Advances, and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon after the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each wholly-owned Subsidiary of any Lender is hereby authorized by Borrowers at any time or from time to time upon the direction time, with prior written consent of Collateral Agent, without Agent and with reasonably prompt subsequent notice to Borrower Borrowers (any prior or any other Person, any such contemporaneous notice to Borrowers being hereby expressly waived, ) to setoff set off and to appropriate and to apply any and all (i) balances held by it such Lender or wholly-owned Subsidiary 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 Borrowera Borrower or its Subsidiaries), and (ii) and any other properties or assets Property at any time held or owing by that such Lender or that holder wholly-owned Subsidiary 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 that are not paid when dueObligations. Any Lender exercising a right to set off (or whose wholly-owned Subsidiary has exercised a right of setoff or otherwise receiving set off) shall, to the extent the amount of any payment on account such set off exceeds its Revolving Loan Percentage of the Obligations in excess of its Pro Rata Share thereof shall amount set off, purchase for cash (and the other Lenders or holders shall sell) such 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 the amount so offset or otherwise received such excess with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsRevolving Loan Percentages. Each Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share pro rata share of the Obligations and may purchase participations upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interestRevolving Loan Percentages.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.8(e), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Personperson, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans Loan made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. The term “Pro Rata Share” means, with respect to any Lender at any time, the percentage obtained by dividing (x) the Commitment of such Lender then in effect (or, if such Commitment is terminated, the aggregate outstanding principal amount of the Term Loan owing to such Lender) by (y) the Total Commitment then in effect (or, if the Total Commitment is terminated, the outstanding principal amount of the Term Loan owing to all Lenders).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.10(d), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower any Loan Party or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower the Loan Parties (regardless of whether such balances are then due to Borrowerthe Loan Parties) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower any Loan Party against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower Each Loan Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower Borrowers or Guarantors (regardless of whether such balances are then due to BorrowerBorrowers or Guarantors) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower Borrowers or Guarantors against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective any agreement among the Lenders (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Shares Share of the ObligationsSwing Line Loans under Section 1.1. Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations owed to it and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. If a Non-Funding Lender or Impacted Lender receives any such payment as described in this Section 9.8, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set forth in Section 9.9(a).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by 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 other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of the Borrower against and on account of any of the Obligations that which are not paid when due. Any Except to the extent otherwise provided herein, any Lender or holder of any Revolving Credit Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Lender’s obligation under this Section 9.8 shall be in addition to and not limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loan under Section 1.1(b)(iv). The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans Advances made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Advances and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender's obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(e), each Lender is hereby authorized (notwithstanding the provisions of Section 362 of the Bankruptcy Code, without any application, motion or notice to, hearing before, or order from, the Bankruptcy Court) at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower any Credit Party (regardless of whether such balances are then due to Borrowersuch Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower any Credit Party against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations(other than offset rights exercised by any Lender with respect to Sections 1.9, 1.11 or 1.12). Borrower Each Credit Party agrees, to the fullest extent permitted by lawlaw (notwithstanding the provisions of Section 362 of the Bankruptcy Code, without any application, motion or notice to, hearing before, or order from, the Bankruptcy Court), that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Lender's obligation under this Section 9.8 shall be in addition to and not limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account (other than Excluded Accounts (as defined in the U.S. Security Agreement)) of Borrower a Credit Party (regardless of whether such balances are then due to Borrowersuch Credit Party) and any other properties or assets Indebtedness at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower a Credit Party against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights and provided, further that the Lender may not offset or appropriate and apply any balances held by it for the account of any Canadian Borrower of Canadian Guarantor or any other Indebtedness held or owing by that Lender to or for the credit or for the account of any Canadian Borrower or any Canadian Guarantor against or on account of any Obligations of a U.S. Borrower or U.S. Guarantor. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 2.11, 2.13 or 2.14). Each Lender’s obligation under this Section 10.7 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 2.1 and Letter of Credit Obligations under Section 2.2. Borrower Each Credit Party agrees, to the fullest extent permitted by lawlaw and subject to the limitations set forth above, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations owed to it and may purchase sell participations in accordance with the preceding sentence and (b) any Lender such amounts so purchasing a participation in the Term Loans made or other Obligations held by offset to other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participationholders. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. If a Non-Funding Lender or Impacted Lender receives any such payment as described in this Section 10.7, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set forth in Section 10.8(a). Notwithstanding anything in this Section 10.7, amounts in accounts of the Canadian Borrowers shall not be used to set off the Obligations of the U.S. Borrowers.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default Default, and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other PersonPerson other than Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of a Borrower or any Credit Party (regardless of whether such balances are then due to Borrowersuch Borrower or any Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of a Borrower or any Credit Party against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares, (other than offset rights exercised by any Lender with respect to Sections 1.14 or 1.15). Each Lender's obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower agreesBorrowers and each other Credit Party agree, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts to offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. If a Non-Funding Lender receives any such payment as described in this Section 9.8, such Lender shall turn over such payment to Agent in an amount that would satisfy the cash collateral requirements set forth in subsection 9.9 (d)(iv).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower any Credit Party (regardless of whether such balances are then due to Borrowersuch Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower any Credit Party against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof (other than any right of setoff exercised with respect to, or payments under, Section 1.13, 1.15 or 1.16) shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares, Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof to set off shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received set off with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower any Loan Party or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrowerany Loan Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower any Loan Party against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower Each Loan Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 1.11, 1.13 or 1.14). Each Lender's obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B12.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations(other than offset rights exercised by any Lender with respect to Section 3.9 (Increased Cost), Section 4.7 (Taxes), Section 13.6 (Indemnification)). Borrower agreesThe Credit Parties agree, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts of offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Revolving Loans made made, Letter of Credit Obligations or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liensLien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Revolving Loans, Letter of Credit Obligations and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored together with interest at such rate, if any, as such Lender is required to pay to Borrower or such other Person, without interestsetoff, counterclaim or deduction of any kind.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BTermination Event, each Lender and each holder of any Revolving Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to the Borrower or to any other Person, any such notice being hereby expressly waivedwaived (but subject to Section 2.03(b)(i)), to setoff set off and to appropriate and to apply any and all balances held by 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 other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of the Borrower against and on account of any of the Borrower Obligations that which are not paid when due. Any Lender or holder of any Revolving Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Borrower Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s 's or holder’s 's Pro Rata Share of the Borrower Obligations as would be necessary to cause such Lender to share the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Borrower Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Advances and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower Borrower, Parent or any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or Parent (regardless of whether such balances are then due to BorrowerBorrower or Parent) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or Parent against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each of the Obligations. Parent and Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Aggregate Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Aggregate Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Aggregate Pro Rata Shares Shares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Aggregate Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default Default, and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other PersonPerson other than Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of a Borrower or any Credit Party (regardless of whether such balances are then due to Borrowersuch Borrower or any Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of a Borrower or any Credit Party against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares, (other than offset rights exercised by any Lender with respect to Section 1.13, 1.15 or 1.16). Borrower agreesBorrowers and each other Credit Party agree, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts to offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B11.13(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower or to any other PersonPerson other than Agent, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower any Credit Party (regardless of whether such balances are then due to Borrowerany Credit Party) and any other properties or assets (other than deposits in fiduciary accounts as to which a Credit Party is acting as fiduciary for another Person who is not a Credit Party and other than payroll or trust fund accounts) at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower any Credit Party against and on account of any of the Obligations that are not paid when due; provided, that Lenders exercising such setoff rights shall give notice thereof to such Credit Party promptly after exercising such rights; provided further that in the event that any Defaulting Lender or any Affiliate thereof shall exercise any such right of setoff, (x) all amounts so setoff shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.8 and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate of a Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent, the Issuing Lender, the Swingline Lender and the Lenders, and (y) the Defaulting Lender or its Affiliate shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or any of its Affiliates as to which such right of setoff was exercised. Any Except in the case of (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) the application of cash collateral provided for herein, any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset setoff or otherwise received with each the other Lender or holder Lenders in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower Each Credit Party agrees, to the fullest extent permitted by law, law that (a) any Lender may exercise its right to offset setoff with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with such amounts so setoff to the preceding sentence other Lenders; and (b) any Lender so purchasing a participation in the Term Loans a Loan made or other Obligations held by the other Lenders or holders may exercise all rights of offsetsetoff, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset setoff amount or payment otherwise received is thereafter recovered from the a Lender that has exercised the right of offsetsetoff, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 1.11, 1.13 or 1.14). Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account (other than Excluded Accounts (as defined in the Security Agreement)) of Borrower a Credit Party (regardless of whether such balances are then due to Borrowersuch Credit Party) and any other properties or assets Indebtedness at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower a Credit Party against and on account of any of the Obligations hereunder that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations hereunder in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations hereunder as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations(other than offset rights exercised by any Lender with respect to Sections 2.11, 2.16 or 2.14). Borrower Each Credit Party agrees, to the fullest extent permitted by lawlaw and subject to the limitations set forth above, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations hereunder owed to it and may purchase sell participations in accordance with the preceding sentence and (b) any Lender such amounts so purchasing a participation in the Term Loans made or other Obligations held by offset to other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participationholders. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. If a Defaulting Lender or Impacted Lender receives any such payment as described in this Section 10.7, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set forth in Section 2.1(d).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d9.9(f) of this Exhibit Band Section 12 hereof, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or any Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of such Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Each Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due. Any Subject to the application of any amounts received as a result of this Section 9.8 in accordance with Section 1.15(b), any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations(other than offset rights exercised by any Lender with respect to Sections 1.10, 1.12 or 1.13). Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans Revolving Loan made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Revolving Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored together with interest at such rate, if any, as such Lender is required to pay to any Borrower or such other Person, without interestsetoff, counterclaim or deduction of any kind.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.8(e), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Personperson, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.omitted portions

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Personperson, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liensLien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. The term “Pro Rata Share” means, with respect to any Lender at any time, the percentage obtained by dividing (x) the Commitment of such Lender then in effect (or, if such Commitment is terminated, the aggregate outstanding principal amount of the Term Loans owing to such Lender) by (y) the Total Commitment then in effect (or, if the Total Commitment is terminated, the outstanding principal amount of the Term Loans owing to all Lenders).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B11.13(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower or to any other PersonPerson other than Agent, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower any Credit Party (regardless of whether such balances are then due to Borrowerany Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower any Credit Party against and on account of any of the Obligations that are not paid when due; provided, that Lenders exercising such setoff rights shall give notice thereof to such Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset setoff or otherwise received with each the other Lender or holder Lenders in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower Each Credit Party agrees, to the fullest extent permitted by law, law that (a) any Lender may exercise its right to offset setoff with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with such amounts so setoff to the preceding sentence other Lenders; and (b) any Lender so purchasing a participation in the Term Loans a Loan made or other Obligations held by the other Lenders or holders may exercise all rights of offsetsetoff, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset setoff amount or payment otherwise received is thereafter recovered from the a Lender that has exercised the right of offsetsetoff, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BTermination Event, each Lender Purchaser is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower the Seller or to any other Person, any such notice being hereby expressly waivedwaived (but subject to Section 2.03(b)), to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower the Seller (regardless of whether such balances are then due to Borrowerthe Seller) and any other properties or assets at any time held or owing by that Lender Purchaser or that holder to or for the credit or for the account of Borrower the Seller against and on account of any of the Seller Obligations that which are not paid when due. Any Lender Purchaser exercising a right of setoff to set off or otherwise receiving any payment on account of the Seller Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders Purchasers or holders shall sell) such participations in each such other LenderPurchaser’s or holder’s Pro Rata Share of the Seller Obligations as would be necessary to cause such Lender Purchaser to share the amount so offset set off or otherwise received with each other Lender Purchaser or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower The Seller agrees, to the fullest extent permitted by law, that (a) any Lender Purchaser or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Seller Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Purchasers and holders and (b) any Lender Purchaser or holders so purchasing a participation in the Term Loans made Capital Investment or other Seller Obligations held by other Lenders Purchasers or holders may exercise all rights of offsetset off, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender Purchaser or holder were a direct holder of the Term Loans Capital Investment and the other Seller Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender Purchaser that has exercised the right of offsetset-off, the purchase of participations by that Lender Purchaser shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or ------------------------------ hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Loan Party or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or such Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower and each Loan Party that is a Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or ------------------------------ hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or -------------- from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender's obligation under this Section 9.8 --------------------------- ----------- shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower agreesand each Guarantor agree, to the fullest extent ----------- permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default Default, and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other PersonPerson other than Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of a Borrower or any Credit Party (regardless of whether such balances are then due to Borrowersuch Borrower or any Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of a Borrower or any Credit Party against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share Commitment thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s 's or holder’s Pro Rata Share of the 's respective Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsCommitments, (other than offset rights exercised by any Lender with respect to Sections 1.14 or 1.15). Borrower agreesBorrowers and each other Credit Party agree, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the respective Obligations and may purchase sell participations in accordance with the preceding sentence such amounts to offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to BorrowerBorrower and without regard to the adequacy of any other Collateral) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof to set off shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received set off with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In Subject to Section 1.10 of this Agreement, in addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Tranche A Revolving Lender's obligation under this Section 9.8 shall be in addition to and not limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B11.13(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower or to any other PersonPerson other than Agent, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due; provided, that Lenders exercising such setoff rights shall give notice thereof to Borrower promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders Lender shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset setoff or otherwise received with each the other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower agrees, to the fullest extent permitted by law, law that (a) any Lender may exercise its right to offset setoff with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with such amounts so setoff to the preceding sentence other Lenders; and (b) any Lender so purchasing a participation in the Term Loans a Loan made or other Obligations held by the other Lenders or holders may exercise all rights of offsetsetoff, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset setoff amount or payment otherwise received is thereafter recovered from the a Lender that has exercised the right of offsetsetoff, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower any Loan Party or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrowerany Loan Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower any Loan Party against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower Each Loan Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B8.9, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Loan Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share Applicable Percentage thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share Applicable Percentage of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Applicable Percentages (other than offset rights exercised by any Lender with respect to Sections 2.11, 2.13 or 2.17). Each Lender’s obligation under this Section 8.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Applicable Percentage of the ObligationsSwingline Loans under Section 2.3. Each Loan Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share Applicable Percentage of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due; provided, that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations(other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made Loan or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rightsrights and subject to the provisions of Section 9.9(f), upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (other than Holdings), regardless of whether such balances are then due to Borrower) Borrower or any Guarantor (other than Holdings), and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor (other than Holdings) against and on account of any of the Obligations that are not paid when due; provided, that any Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender or holder of any Note exercising a right of setoff to offset or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender's obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower and each Guarantor (other than Holdings) agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetsetoff, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset setoff amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetsetoff, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender's obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender's obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Aggregate Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s 's or holder’s 's Aggregate Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Aggregate Pro Rata Shares Shares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender's obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Aggregate Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Termination Event of Default and subject to Section 10(d) of this Exhibit Bor a Designated Event, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to the Borrower or to any other Person, any such notice being hereby expressly waivedwaived (but subject to Section 2.03(b)(i)), to setoff set off and to appropriate and to apply any and all balances held by 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 other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of the Borrower against and on account of any of the Borrower Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Borrower Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Borrower Obligations as would be necessary to cause such Lender to share the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Lender’s obligation pursuant to this Section 11.07 is in addition to and not in limitation of its obligations to purchase a participation equal to its Pro Rata Share of the ObligationsSwing Line Advance pursuant to Section 2.01(b). The Borrower agrees, to the fullest extent permitted by law, Credit and Security Agreement that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Borrower Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of offsetset off, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Advances and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.8(e), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Agent shall endeavor to give notice of any such offset or appropriation of funds; provided that the failure to give such notice shall not adversely affect, limit or constitute a waiver of the rights or remedies of the Agent or Lenders of any kind under this Section 9.7. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. The term “Pro Rata Share” means, with respect to any Lender at any time, the percentage obtained by dividing (x) the Commitment of such Lender then in effect (or, if such Commitment is terminated, the aggregate outstanding principal amount of the Term Loans owing to such Lender) by (y) the Total Commitment then in effect (or, if the Total Commitment is terminated, the outstanding principal amount of the Term Loans owing to all Lenders).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account (other than Excluded Accounts (as defined in the Security Agreement)) of Borrower a Credit Party (regardless of whether such balances are then due to Borrowersuch Credit Party) and any other properties or assets Indebtedness at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower a Credit Party against and on account of any of the Obligations hereunder that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations hereunder in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations hereunder as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations(other than payments made pursuant to Section 2.2 or 2.3 and offset rights exercised by any Lender with respect to Sections 2.11, 2.16 or 2.14). Borrower Each Credit Party agrees, to the fullest extent permitted by lawlaw and subject to the limitations set forth above, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations hereunder owed to it and may purchase sell participations in accordance with the preceding sentence and (b) any Lender such amounts so purchasing a participation in the Term Loans made or other Obligations held by offset to other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participationholders. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. If a Defaulting Lender or Impacted Lender receives any such payment as described in this Section 10.7, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set forth in Section 2.1(d).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a the foregoing right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof determined in accordance with Section 1.11 shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligationsdetermined in accordance with Section 1.11, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Borrower Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its the foregoing right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not ~not paid when due. Any Lender exercising a the foregoing right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Borrower Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its the foregoing right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.8(e), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Personperson, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. The term “Pro Rata Share” means, with respect to any Lender at any time, (1) with respect to the Revolving Loans, the percentage obtained by dividing (x) the Revolving Loan Commitment of such Lender then in effect (or, if such Revolving Loan Commitment is terminated, the aggregate outstanding principal amount of the Revolving Loans and Letter of Credit Obligations owing to such Lender) by (y) the Total Revolving Loan Commitment Amount then in effect (or, if the Revolving Loan Commitment is terminated, the outstanding principal amount of the Revolving Loans owing to all Lenders), (2) with respect to the Term Loans, the percentage obtained by dividing (x) the Term Loan Commitment of such Lender then in effect (or, if such Term Loan Commitment is terminated, the aggregate outstanding principal amount of the Term Loans owing to such Lender) by (y) the Total Term Loan Commitment Amount then in effect (or, if the Total Term Loan Commitment is terminated, the outstanding principal amount of the Term Loans owing to all Lenders), and (3) with respect to all Loans, the percentage obtained by dividing (x) the Commitment of such Lender then in effect (or, if such Commitment is terminated, the aggregate outstanding principal amount of all Loans owing to such Lender) by (y) the aggregate Commitments of all Lenders then in effect (or, if the Commitments of the Lenders are terminated, the outstanding principal amount of Loans owing to all Lenders).

Setoff and Sharing of Payments. In addition to any ------------------------------ rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BTermination Event, each Lender and each holder of any Revolving Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Revolving Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Borrower Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s 's or holder’s 's Pro Rata Share of the Borrower Obligations as would be necessary to cause such Lender to share the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Borrower Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Advances and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.8(e), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower Borrowers or any other Personperson, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower Borrowers (regardless of whether such balances are then due to BorrowerBorrowers) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower Borrowers against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agreesBorrowers agree, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, bankers’ liensWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interestHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due, provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations(other than offset rights exercised by any Lender with respect to SECTIONS 1.13, 1.15 OR 1.16). Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default Default, and subject to Section 10(d9.9(f) of this Exhibit B, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations(other than setoff rights exercised by any Lender with respect to Section 1.13, 1.15 or 1.16). Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, and subject to the provisions of Section 9.9(f), upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender or holder of any Note exercising a right of setoff to offset or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Lender's obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetsetoff, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset setoff amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetsetoff, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d9.9(e) of this Exhibit BAgreement and the Intercreditor Agreement, each Lender is hereby authorized at any time or from time to time upon time, without prior notice to any Credit Party or to any Person other than the direction of Collateral Agent, without notice to Borrower or any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or any Guarantor (regardless of whether such balances are then due to Borrowerany Borrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof pro rata share of the sum of the Obligations and the CapitalSource Obligations shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share pro rata share of the Obligations and the CapitalSource Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender, CapitalSource Lender or holder in accordance with their respective Pro Rata Shares of the Obligationspro rata shares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders, CapitalSource Lenders and holders and (b) any Lender or CapitalSource Lender so purchasing a participation in the Loans and CapitalSource Term Loans made or other Obligations or CapitalSource Obligations held by other Lenders, CapitalSource Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender, CapitalSource Lender or holder were a direct holder of the Term Loans, CapitalSource Loans and the other Obligations and CapitalSource Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and L/C Issuer is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account (other than Excluded Accounts (as defined in the U.S. Security Agreement)) of Borrower a Credit Party (regardless of whether such balances are then due to Borrowersuch Credit Party) and any other properties or assets Indebtedness at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower a Credit Party against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights and provided, further that the Lender may not offset or appropriate and apply any balances held by it for the account of any Canadian Borrower or any Canadian Guarantor or any other Indebtedness held or owing by that Lender to or for the credit or for the account of any Canadian Borrower or any Canadian Guarantor against or on account of any Obligations of a U.S. Borrower or U.S. Guarantor. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 2.11, 2.13 or 2.14). Each Lender’s obligation under this Section 10.7 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 2.1 and Letter of Credit Obligations under Section 2.2. Borrower Each Credit Party agrees, to the fullest extent permitted by lawlaw and subject to the limitations set forth herein, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations owed to it and may purchase sell participations in accordance with the preceding sentence and (b) any Lender such amounts so purchasing a participation in the Term Loans made or other Obligations held by offset to other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participationholders. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, 165 the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. If a Non-Funding Lender or Impacted Lender receives any such payment as described in this Section 10.7, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set forth in Section 10.8(a). Notwithstanding anything in this Section 10.7, amounts in accounts of the Canadian Borrowers shall not be used to set off the Obligations of the U.S. Borrowers.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender is hereby authorized by Borrowers at any time or from time to time upon the direction time, with prior written consent of Collateral Agent, without Agent and with reasonably prompt subsequent notice to Borrower Borrowers (any prior or any other Person, any such contemporaneous notice to Borrowers being hereby expressly waived, ) to setoff set off and to appropriate and to apply any and all (i) balances held by it such Lender at any of its offices for the account of any Borrower or any of its Restricted Subsidiaries (regardless of whether such balances are then due to Borrowera Borrower or its Restricted Subsidiaries), and (ii) and any other properties or assets property at any time held or owing by that such Lender or that holder to or for the credit or for the account of any Borrower or any of its Restricted Subsidiaries, against and on account of any of the Obligations that are not paid when dueObligations. Any Lender exercising a right to set off shall, to the extent the amount of setoff or otherwise receiving any payment on account such set off exceeds its Revolving Loan Percentage of the Obligations in excess of its Pro Rata Share thereof shall amount set off, purchase for cash (and the other Lenders or holders shall sell) such 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 the amount so offset or otherwise received such excess with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsRevolving Loan Percentages. Each Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share pro rata share of the Obligations and may purchase participations upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interestRevolving Loan Percentages.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to any Borrower or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower (regardless of whether such balances are then due to such Borrower) and any other properties or assets at any time held or owing by 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 Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Lender's obligation under this Section 9.8 shall be in addition to and not limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Each Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower or any of its Subsidiaries or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any of its Subsidiaries against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower agreesand each of its Subsidiaries agree, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Lender's obligation under this Section 9.8 shall be in addition to and not limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender Secured Party is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other PersonGrantor, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower Grantor (regardless of whether such balances are then due to BorrowerGrantor) and any other properties or assets at any time held or owing by that Lender Secured Party or that holder to or for the credit or for the account of Borrower Grantor against and on account of any of the Secured Obligations that are not paid when due. Any Lender Secured Party exercising a right of setoff or otherwise receiving any payment on account of the Secured Obligations in excess of its Pro Rata Share pro rata share thereof shall purchase for cash (and the other Lenders Secured Parties or holders shall sell) such participations in each such other LenderSecured Party’s or holder’s Pro Rata Share pro rata share of the Secured Obligations as would be necessary to cause such Lender Secured Party to share the amount so offset or otherwise received with each other Lender Secured Party or holder in accordance with their respective Pro Rata Shares pro rata shares of the Secured Obligations. Borrower Grantor agrees, to the fullest extent permitted by law, that (a) any Lender Secured Party may exercise its right to offset with respect to amounts in excess of its Pro Rata Share pro rata share of the Secured Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender Secured Party so purchasing a participation in the Term Loans Loan made or other Secured Obligations held by other Lenders Secured Parties or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender Secured Party or holder were a direct holder of the Term Loans Loan and the other Secured Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender Secured Party that has exercised the right of offset, the purchase of participations by that Lender Secured Party shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Revolving Credit Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Obligor or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower any Obligor (regardless of whether such balances are then due to Borrowersuch Obligor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower Obligors against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Revolving Credit Note exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof to set off shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received set off with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower Each Obligor agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in any portion of the Term Loans Revolving Credit Loan made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Revolving Credit Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement Requirements of Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower any Loan Party or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower the Loan Parties (regardless of whether such balances are then due to Borrowerthe Loan Parties) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower any Loan Party against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share pro rata share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s 's or holder’s Pro Rata Share 's pro rata share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares pro rata shares of the Obligations. Borrower Each Loan Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share pro rata share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans Loan made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.62 KE 52826770.15

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Termination Event of Default and subject to Section 10(d) of this Exhibit Bor a Designated Event, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to the Borrower or to any other Person, any such notice being hereby expressly waivedwaived (but subject to Section 2.03(b)(i)), to setoff set off and to appropriate and to apply any and all balances held by 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 other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of the Borrower against and on account of any of the Borrower Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Borrower Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Borrower Obligations as would be necessary to cause such Lender to share the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Lender’s obligation pursuant to this Section 11.07 is in addition to and not in limitation of its obligations to purchase a participation equal to its Pro Rata Share of the ObligationsSwing Line Advance pursuant to Section 2.01(b). The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Borrower Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of offsetset off, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Advances and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender's obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender Lender, each participant and each holder is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or Guarantor (regardless of whether such balances are then due to BorrowerBorrower or Guarantor) and any other properties or assets at any time held or owing by that Lender Lender, holder or that holder participant to or for the credit or for the account of Borrower or Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender's obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders, participants and holders and (b) any Lender Lender, participant or holder so purchasing a participation in the Term Loans made or other Obligations held by other Lenders Lenders, participants or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender Lender, participant or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B11.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to any Borrower or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower (regardless of whether such balances are then due to any Borrower) and any other properties or assets at any time held or owing by 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 Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Borrower promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares, (other than offset rights exercised by any Lender with respect to Sections 2.10, 2.12 or 2.13). Each Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to BorrowerBorrower and without regard to the adequacy of any other Collateral) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof to set off shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received set off with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence each Lender and during the continuance each holder of any Event of Default and subject to Section 10(d) of this Exhibit B, each Lender Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower Borrower, the Guarantors or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or the Guarantors (regardless of whether such balances are then due to BorrowerBorrower or Guarantors) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or the Guarantors against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Lender’s obligation under this Section 10.8 shall be in addition to and not limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 2.1. Borrower agreesand Guarantors agree, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the LEGAL_US_E # 82813718.8 occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral time, without prior notice to any Credit Party or to any Person other than Agent, without notice to Borrower or any other Person, (any such notice being hereby expressly waived), and to the fullest extent permitted by law, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Section 1.13, 1.15 or 1.16). Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1(c). Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. Each Lender acknowledges that the Closing Fee and the Final Fee are payable solely to Solar (or its successors and assigns, which, if there is a partial assignment, shall be shared on a pro rata basis). If any of the Closing Fee or the Final Fee (or assets in lieu of payment in connection with an exercise of remedies or Insolvency Proceeding) is received by any Lender (other than Solar or its successors and assigns), or if any of Solar or any of Solar’s successors and assigns receive a Closing Fee or Final Fee (or assets in lieu of payment in connection with an exercise of remedies or Insolvency Proceeding) in excess of the amount of such fees owing to such Person, such Person shall receive and hold such funds or assets as agent for the appropriate Lender, and shall promptly turn such funds or assets over to the appropriate Lender.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(dunder Sections 9.1(a), (k) of this Exhibit Bor (l), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account (other than Excluded Accounts (as defined in the Security Agreement)) of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets Indebtedness at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted (other than offset rights exercised by law, that (a) any Lender may exercise its right to offset with respect to amounts Sections 2.11, 2.13 or 2.14). Each Lender’s obligation under this Section 10.7 shall be in excess addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the Swing Line Loans under Section 2.1 and Letter of Credit Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interestunder Section 2.2.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans Revolving Loan made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Revolving Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.Notwithstanding

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Revolving Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to any Borrower or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower (regardless of whether such balances are then due to such Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower Borrowers against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Revolving Note exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof to set off shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received set off with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. Each Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans Revolving Loan made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Revolving Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or ------------------------------ hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon time, with the direction prior consent of Collateral Agent, but otherwise without notice to Borrower any Credit Party or to any other Person, any such notice (other than notice to Agent) being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Lender's obligation under this Section 9.8 shall be in ----------- addition to and not limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. ----------- Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender Lessor is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Savvis Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower Lessee or any Guarantor (regardless of whether such balances are then due to BorrowerLessee or any Guarantor) and any other properties or assets at any time held or owing by that Lender Lessor or that holder to or for the credit or for the account of Borrower Lessee or any Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender Lessor exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders Lessors or holders shall sell) such participations in each such other Lender’s Lessor's or holder’s 's Pro Rata Share of the Obligations as would be necessary to cause such Lender Lessor to share the amount so offset or otherwise received with each other Lender Lessor or holder in accordance with their respective Pro Rata Shares of the ObligationsShares, (other than offset rights exercised by any Lessor with respect to Sections 1.8, 1.9 or 1.10). Borrower Lessee and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender Lessor may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lessors and holders and (b) any Lender Lessor so purchasing a participation in the Term Loans made or other Obligations held by other Lenders Lessors or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender Lessor or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender Lessor that has exercised the right of offset, the purchase of participations by that Lender Lessor shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(dunder Sections 9.1(a), (k) of this Exhibit Bor (l), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account (other than Excluded Accounts (as defined in the Security Agreement)) of Borrower or Guarantors (regardless of whether such balances are then due to BorrowerBorrower or Guarantors) and any other properties or assets Indebtedness at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or Guarantors against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations(other than offset rights exercised by any Lender with respect to Sections 2.11, 2.13 or 2.14). Each Credit Party that is Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations owed to it and may purchase sell participations in accordance with the preceding sentence and (b) any Lender such amounts so purchasing a participation in the Term Loans made or other Obligations held by offset to other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participationholders. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BTermination Event, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to the Borrower or to any other Person, any such notice being hereby expressly waivedwaived (but subject to Section 2.03(b)(i)), to setoff set off and to appropriate and to apply any and all balances held by 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 other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of the Borrower against and on account of any of the Borrower Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Borrower Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Borrower Obligations as Receivables Funding and Administration Agreement would be necessary to cause such Lender to share the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Lender’s obligation pursuant to this Section 11.07 is in addition to and not in limitation of its obligations to purchase a participation equal to its Pro Rata Share of the ObligationsSwing Line Loan pursuant to Section 2.01(b). The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Borrower Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of offsetset off, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Advances, and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance continuation of any Event of Default and subject to Section 10(d) of this Exhibit BTermination Event, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to the Borrower or to any other Person, any such notice being hereby expressly waivedwaived (but subject to Section 2.03(b)(i)), to setoff set off and to appropriate and to apply any and all balances held by 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 other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of the Borrower against and on account of any of the Borrower Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Borrower Obligations in excess of its Pro Rata Share pro rata share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share pro rata share of the Borrower Obligations as would be necessary to cause such Lender to share the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligationspro rata shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share pro rata share of the Borrower Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of offsetset off, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Advances and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.10(d), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower any Loan Party or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower the Loan Parties (regardless of whether such balances are then due to Borrowerthe Loan Parties) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower any Loan Party against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower Each Loan Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans Loan made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Loan and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations(other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.8(e), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Personperson, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. The term “Pro Rata Share” means, with respect to any Lender at any time, (1) with respect to the Revolving Loans, the percentage obtained by dividing (x) the Revolving Loan Commitment of such Lender then in effect (or, if such Revolving Loan Commitment is terminated, the aggregate outstanding principal amount of the Revolving [*] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Loans and Letter of Credit Obligations owing to such Lender) by (y) the Total Revolving Loan Commitment Amount then in effect (or, if the Revolving Loan Commitment is terminated, the outstanding principal amount of the Revolving Loans owing to all Lenders), (2) with respect to the Term Loans, the percentage obtained by dividing (x) the Term Loan Commitment of such Lender then in effect (or, if such Term Loan Commitment is terminated, the aggregate outstanding principal amount of the Term Loans owing to such Lender) by (y) the Total Term Loan Commitment Amount then in effect (or, if the Total Term Loan Commitment is terminated, the outstanding principal amount of the Term Loans owing to all Lenders), and (3) with respect to all Loans, the percentage obtained by dividing (x) the Commitment of such Lender then in effect (or, if such Commitment is terminated, the aggregate outstanding principal amount of all Loans owing to such Lender) by (y) the aggregate Commitments of all Lenders then in effect (or, if the Commitments of the Lenders are terminated, the outstanding principal amount of Loans owing to all Lenders).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Person, any such notice being hereby expressly waivedtime, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Guarantor (regardless of whether such balances are then due to BorrowerBorrower or any Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that are not paid when due. Each Lender agrees to promptly notify Borrower and Agent of any such setoff made by such Lender; provided, that the failure to give such notice shall not affect the validity of such set-off. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender entitled thereto or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender's obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Each Credit Party that is Borrower or a Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BTermination Event, each Lender and each holder of any Revolving Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to the 744861979 10435078 Borrower or to any other Person, any such notice being hereby expressly waivedwaived (but subject to Section 2.03(b)(i)), to setoff set off and to appropriate and to apply any and all balances held by 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 other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of the Borrower against and on account of any of the Borrower Obligations that which are not paid when due. Any Lender or holder of any Revolving Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Borrower Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Borrower Obligations as would be necessary to cause such Lender to share the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the ObligationsShares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Borrower Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of offsetset off, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans Advances, and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender (and each of its Affiliates) is hereby authorized at any time or and from time to time upon the direction of Collateral Agent, without notice to Borrower or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the Obligations. Borrower agreestime, to the fullest extent permitted by law, that to set off and apply any and all deposits (ageneral or special, time or demand, provisional or final) at any time held and other indebtedness any time owing by such Lender may exercise its right to offset with respect to amounts in excess (or any of its Pro Rata Share Affiliates) to or for the credit or the account of any Credit Party against any and all of the Obligations held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or any Note or such Obligations and although such Obligations may be unmatured. Each Lender agrees promptly to notify the Borrower and Administrative Agent after any such set-off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have. If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans or other Obligations or other amounts owing to it hereunder, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, or otherwise), in a greater proportion than any such payment to or Collateral received by any other Lender, if any, in respect of such other Lender’s Loans, Obligations or other amounts owing to it hereunder, or interest thereon, such Benefited Lender shall purchase participations for cash from the other Lender(s) a participating interest in accordance such portion of each such other Lender’s Loans and other Obligations owing to it, or shall provide such other Lender(s) with the preceding sentence benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the Lenders; provided, that if all or any such purchase shall be rescinded, and (b) the purchase price and benefits are thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Credit Party agrees that any Lender so purchasing a participation in from any other Lender pursuant to this Section 11.7 may, to the Term Loans made or other Obligations held fullest extent permitted by other Lenders or holders may law, and notwithstanding the provisions of Section 11.6(d), exercise all of its rights of offset, bankers’ liens, counterclaims or similar rights payment (including the right of set-off) with respect to such participation as fully as if such purchasing Lender or holder were a the direct holder creditor of the Term Loans and the other Obligations such Credit Party in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit BDefault, each Lender and each holder of any Note is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without notice to Borrower any Credit Party or to any other Person, any such notice being hereby expressly waived, to setoff set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower any Credit Party (regardless of whether such balances are then due to Borrowersuch Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower Credit Parties against and on account of any of the Obligations that which are not paid when due. Any Lender or holder of any Note exercising a right of setoff to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares Shares. Each Lender's obligation under this Section 9.8 shall be in addition to and not limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Borrower Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offsetset-off, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offsetset-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agenttime, without prior notice to Borrower any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower any Credit Party (regardless of whether such balances are then due to Borrowersuch Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower any Credit Party against and on account of any of the Obligations that which are not paid when due. Any Lender exercising a right of setoff to offset or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders 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 the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Lender's obligations under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1. Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens' lien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of this Exhibit B9.9(f), each Lender is hereby authorized at any time or from time to time upon the direction of Collateral time, without prior notice to any Credit Party or to any Person other than Agent, without notice to Borrower or any other Person, (any such notice being hereby expressly waived), and to the fullest extent permitted by law, to setoff offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Borrower or Guarantor (regardless of whether such balances are then due to Borrowersuch Borrower or Guarantor) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Borrower or Guarantor against and on account of any of the Obligations that are not paid when due; provided that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Lender with respect to Section 1.13, 1.15 or 1.16). Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the ObligationsSwing Line Loans under Section 1.1(c). Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase sell participations in accordance with the preceding sentence such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lienslien, counterclaims counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.