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 Applicable Law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by the Loan Parties at any time or from time to time, with prior written consent of Administrative Agent and with reasonably prompt subsequent notice to the Loan Parties (any prior or contemporaneous notice to the Loan Parties being hereby expressly waived) to setoff and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of any Loan Party or any of its Subsidiaries (regardless of whether such balances are then due to a Loan Party or its Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of any Loan Party or any of its Subsidiaries, against and on account of any of the Obligations. Except with respect to setoff amounts applied to Product Obligations, any Lender exercising a right to setoff shall, to the extent the amount of any such setoff exceeds its Pro Rata Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Pro Rata Percentages. Each Loan Party agrees, to the fullest extent permitted by law, that any Lender may exercise its right to setoff with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Administrative Agent for the benefit of all Lenders in accordance with the Pro Rata Percentages.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault and subject to Section 9.9(f), each Lender is hereby authorized by the Loan Parties at any time or from time to time, with without prior written consent of Administrative Agent and with reasonably prompt subsequent notice to the Loan Parties (any prior Credit Party or contemporaneous to any Person other than Agent, any such notice to the Loan Parties being hereby expressly waived) , to setoff offset and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of any Loan Party Borrower or any of its Subsidiaries Guarantor (regardless of whether such balances are then due to a Loan Party Borrower or its Subsidiaries), any Guarantor) and (ii) any other property properties or assets at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Loan Party Borrower or any of its Subsidiaries, Guarantor against and on account of any of the ObligationsObligations 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. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to of setoff shall, to or otherwise receiving any payment on account of the extent the amount Obligations in excess of any such setoff exceeds its Pro Rata Percentage of the amount set off, Share thereof shall purchase for cash (and the other Lenders or holders shall sell) interests such participations in each such other Lender’s pro rata share or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata PercentagesShares, (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). If a Non-Funding Lender or Impacted Lender receives any such payment as described in the previous sentence, 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)(ii). Each Loan Party 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 Swing 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 setoff offset with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the 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 deliver such excess to Administrative Agent for be rescinded and the benefit of all Lenders in accordance with the Pro Rata Percentagespurchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault and subject to Section 9.9(g), each Lender is hereby authorized by the Loan Parties at any time or from time to time, with without prior written consent of Administrative Agent and with reasonably prompt subsequent notice to any Credit Party or to any Person other than the Loan Parties (Agents, any prior or contemporaneous such notice to the Loan Parties being hereby expressly waived) , to setoff offset and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of any Loan Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to a Loan Party such Credit Party) and any other properties or its Subsidiaries), and (ii) other property assets at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Loan Credit Party or any of its Subsidiaries, against and on account of any of the ObligationsObligations that are not paid when due; provided, that (i) the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights, and (ii) any balances, properties or assets of a Foreign Credit Party shall be offset, appropriated or applied only to or against the Obligations of the Foreign Credit Parties. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to of setoff shall, to or otherwise receiving any payment on account of the extent the amount Obligations in excess of any such setoff exceeds its Pro Rata Percentage of the amount set off, Share thereof shall purchase for cash (and the other Lenders or holders shall sell) interests such participations in each such other Lender’s pro rata share or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata PercentagesShares (other than offset rights exercised by any Lender with respect to Sections 1.14, 1.16 or 1.17). 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 Swing Line Loan under Section 1.1. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to setoff offset with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the 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 deliver be rescinded and the purchase price restored without interest. If a Non-Funding Lender receives any payment described in the second sentence of this Section 9.8, such excess Lender shall turn over such payments to Administrative the Collateral Agent for in an amount that would satisfy the benefit of all Lenders cash collateral requirements set forth in accordance with the Pro Rata PercentagesSection 9.9(d).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault and subject to Section 9.10(f), each Lender is hereby authorized by the Loan Parties at any time or from time to time, with prior written consent of Administrative Agent and with reasonably prompt subsequent without notice to the Loan Parties (any prior Credit Party or contemporaneous to any other Person, any such notice to the Loan Parties being hereby expressly waived) , to setoff offset and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of any Loan Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to a Loan Party such Credit Party) and any other properties or its Subsidiaries), and (ii) other property assets at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Loan Credit Party or any of its Subsidiaries, against and on account of any of the ObligationsObligations that are not paid when due. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to of setoff shall, to or otherwise receiving any payment on account of the extent the amount Obligations in excess of any such setoff exceeds its Pro Rata Percentage Share thereof (other than any right of the amount set offsetoff 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) interests such participations in each such other Lender’s pro rata share or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata PercentagesShares. Each Loan Lender’s obligation under this Section 9.9 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 Swing Line Loans under Section 1.1. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to setoff offset with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the 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 deliver such excess to Administrative Agent for be rescinded and the benefit of all Lenders in accordance with the Pro Rata Percentagespurchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by the Loan Parties at any time or from time to time, with prior written consent of Administrative Agent and with reasonably prompt subsequent notice to the Loan Parties (any prior or contemporaneous notice to the Loan Parties being hereby expressly waived) to setoff and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of any Loan Party or any of its Restricted Subsidiaries (regardless of whether such balances are then due to a Loan Party or its Restricted Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of any Loan Party or any of its Restricted Subsidiaries, against and on account of any of the Obligations. Except with respect to setoff amounts applied to Product Obligations, any Lender exercising a right to setoff shall, to the extent the amount of any such setoff exceeds its Pro Rata Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Pro Rata Percentages. Each Loan Party agrees, to the fullest extent permitted by law, that any Lender may exercise its right to setoff with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Administrative Agent for the benefit of all Lenders in accordance with the Pro Rata Percentages.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault and subject to Section 9.9(f), each Lender is hereby authorized by the Loan Parties at any time or from time to time, with without prior written consent of Administrative Agent and with reasonably prompt subsequent notice to the Loan Parties (any prior Credit Party or contemporaneous to any Person other than Agent, any such notice to the Loan Parties being hereby expressly waived) , to setoff offset and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of any Loan Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to a Loan Party such Credit Party) and any other properties or its Subsidiaries), and (ii) other property assets at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Loan Credit Party or any of its Subsidiaries, against and on account of any of the ObligationsObligations that are not paid when due; provided, that (i) the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights, and (ii) any balances, properties or assets of a U.K. Credit Party shall be offset, appropriated or applied only to or against the Obligations of the U.K. Credit Parties. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to of setoff shall, to or otherwise receiving any payment on account of the extent the amount Obligations in excess of any such setoff exceeds its Pro Rata Percentage of the amount set off, Share thereof shall purchase for cash (and the other Lenders or holders shall sell) interests such participations in each such other Lender’s pro rata share or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata PercentagesShares (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 Swing Line Loan under Section 1.1. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to setoff offset with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the 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 deliver be rescinded and the purchase price restored without interest. If a Non-Funding Lender receives any payment described in the second sentence of this Section 9.8, such excess Lender shall turn over such payments to Administrative Agent for in an amount that would satisfy the benefit of all Lenders cash collateral requirements set forth in accordance with the Pro Rata PercentagesSection 9.9(d).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault and subject to Section 9.9(f), each Lender is hereby authorized by the Loan Parties at any time or from time to time, with without prior written consent of Administrative Agent and with reasonably prompt subsequent notice to the Loan Parties (any prior Credit Party or contemporaneous to any Person other than Agent, any such notice to the Loan Parties being hereby expressly waived) , to setoff offset and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of any Loan Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to a Loan Party such Credit Party) and any other properties or its Subsidiaries), and (ii) other property assets at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Loan Credit Party or any of its Subsidiaries, against and on account of any of the ObligationsObligations that are not paid when due; provided, that (i) the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights, and (ii) any balances, properties or assets of a U.K. Credit Party shall be offset, appropriated or applied only to or against the Obligations of the U.K. Credit Parties. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to of setoff shall, to or otherwise receiving any payment on account of the extent the amount Obligations in excess of any such setoff exceeds its Pro Rata Percentage of the amount set off, Share thereof shall purchase for cash (and the other Lenders or holders shall sell) interests such participations in each such other Lender’s pro rata share or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata PercentagesShares (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 Swing Line Loan under Section 1.1. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to setoff offset with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the 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 deliver such excess to Administrative Agent for be rescinded and the benefit of all Lenders in accordance with the Pro Rata Percentagespurchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault and subject to Section 9.10(f), each Lender is hereby authorized by the Loan Parties at any time or from time to time, with prior written consent of Administrative Agent and with reasonably prompt subsequent without notice to the Loan Parties (any prior Credit Party or contemporaneous to any other Person, any such notice to the Loan Parties being hereby expressly waived) , to setoff offset and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of any Loan Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to a Loan Party such Credit Party) and any other properties or its Subsidiaries), and (ii) other property assets at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Loan Credit Party or any of its Subsidiaries, against and on account of any of the ObligationsObligations that are not paid when due. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to of setoff shall, to or otherwise receiving any payment on account of the extent the amount Obligations in excess of any such setoff exceeds its Pro Rata Percentage Share thereof (other than any right of the amount set offsetoff 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) interests such 76 participations in each such other Lender’s pro rata share or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata PercentagesShares. Each Loan Lender’s obligation under this Section 9.9 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 Swing Line Loans under Section 1.1. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to setoff offset with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the 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 deliver such excess to Administrative Agent for be rescinded and the benefit of all Lenders in accordance with the Pro Rata Percentagespurchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault and subject to Section 9.9(f), each Lender is hereby authorized by the Loan Parties at any time or from time to time, with prior written consent of Administrative Agent and with reasonably prompt subsequent without notice to the Loan Parties (any prior Credit Party or contemporaneous to any other Person, any such notice to the Loan Parties being hereby expressly waived) , to setoff offset and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of any Loan Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to a Loan Party such Credit Party) and any other properties or its Subsidiaries), and (ii) other property assets at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Loan Credit Party or any of its Subsidiaries, against and on account of any of the ObligationsObligations that are not paid when due. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to of setoff shall, to or otherwise receiving any payment on account of the extent the amount Obligations in excess of any such setoff exceeds its Pro Rata Percentage of the amount set off, Share thereof shall purchase for cash (and the other Lenders or holders shall sell) interests such participations in each such other Lender’s pro rata share 's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata PercentagesShares (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Loan 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 Swing Line Loans under Section 1.1. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to setoff offset with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the 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 deliver such excess to Administrative Agent for be rescinded and the benefit of all Lenders in accordance with the Pro Rata Percentagespurchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by the Loan Credit Parties at any time or from time to time, with prior written consent of Administrative Agent time and with reasonably prompt subsequent notice to the Loan Credit Parties (any prior or contemporaneous notice to the Loan Credit Parties being hereby expressly waived) to setoff set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of any Loan Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to a Loan Credit Party or its Subsidiaries), ) and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of any Loan Credit Party or any of its Subsidiaries, against and on account of any of the Obligations. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to setoff shall, to the extent the amount of any such setoff exceeds its Pro Rata Percentage of the amount set off, off shall purchase for cash (and the other Lenders shall sell) interests in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Pro Rata Aggregate Percentages. Each Loan Credit Party agrees, to the fullest extent permitted by law, that any Lender may exercise its right to setoff set off with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Administrative Agent for the benefit of all Lenders in accordance with the Pro Rata Aggregate Percentages.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault and subject to Section 9.9(f), each Lender is hereby authorized by the Loan Parties at any time or from time to time, with prior written consent of Administrative Agent and with reasonably prompt subsequent without notice to the Loan Parties (any prior Credit Party or contemporaneous to any other Person, any such notice to the Loan Parties being hereby expressly waived) , to setoff offset and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of any Loan Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to a Loan Party such Credit Party) and any other properties or its Subsidiaries), and (ii) other property assets at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Loan Credit Party or any of its Subsidiaries, against and on account of any of the ObligationsObligations that are not paid when due. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to of setoff shall, to or otherwise receiving any payment on account of the extent the amount Obligations in excess of any such setoff exceeds its Pro Rata Percentage Share thereof (other than any right of the amount set offsetoff 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) interests such participations in each such other Lender’s pro rata share 's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata PercentagesShares. Each Loan 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 Swing Line Loans under Section 1.1. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to setoff offset with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the 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 deliver such excess to Administrative Agent for be rescinded and the benefit of all Lenders in accordance with the Pro Rata Percentagespurchase price restored without interest.

Setoff and Sharing of Payments. . In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by the Loan Parties at any time or from time to time, with prior written consent of Administrative Agent and with reasonably prompt subsequent notice to the Loan Parties (any prior or contemporaneous notice to the Loan Parties being hereby expressly waived) to setoff and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of any Loan Party or any of its Subsidiaries (regardless of whether such balances are then due to a Loan Party or its Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of any Loan Party or any of its Subsidiaries, against and on account of any of the Obligations. Except with respect to setoff amounts applied to Product Obligations, any Lender exercising a right to setoff shall, to the extent the amount of any such setoff exceeds its Pro Rata Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Pro Rata Percentages. Each Loan Party agrees, to the fullest extent permitted by law, that any Lender may exercise its right to setoff with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Administrative Agent for the benefit of all Lenders in accordance with the Pro Rata Percentages.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, and subject to Section 9.9(f), each Lender is hereby authorized by the Loan Parties at any time or from time to time, with prior written consent of Administrative Agent and with reasonably prompt subsequent without notice to the Loan Parties (any prior Credit Party or contemporaneous to any other Person other than Agent, any such notice to the Loan Parties being hereby expressly waived) , to setoff offset and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices or branches for the account of any Loan Party a Borrower or any of its Subsidiaries Credit Party (regardless of whether such balances are then due to a Loan Party such Borrower or its Subsidiaries), any Credit Party) and (ii) any other property properties or assets at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Loan Party a Borrower or any of its Subsidiaries, Credit Party against and on account of any of the Obligations (other than Unasserted Obligations) that are not paid when due. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to of setoff shall, to or otherwise receiving any payment on account of the extent the amount Obligations in excess of any such setoff exceeds its Pro Rata Percentage of the amount set off, Share thereof shall purchase for cash (and the other Lenders or holders shall sell) interests such participations in each such other Lender’s pro rata share or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata PercentagesShares, (other than offset rights exercised by any Lender with respect to Sections 1.14 or 1.15). Each Loan 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 Swing Line Loans under Section 1.1. Borrowers and each other Credit Party agreesagree, to the fullest extent permitted by law, that (a) any Lender may exercise its right to setoff offset with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing may sell participations in such amounts to offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the 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 deliver be rescinded and the purchase price restored without interest. If a Non-Funding Lender receives any such excess payment as described in this Section 9.8, such Lender shall turn over such payment to Administrative Agent for in an amount that would satisfy the benefit of all Lenders cash collateral requirements set forth in accordance with the Pro Rata Percentagessubsection 9.9 (d)(iv).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault and subject to Section 9.9(f), each Lender is hereby authorized by the Loan Parties at any time or from time to time, with without prior written consent of Administrative Agent and with reasonably prompt subsequent notice to the Loan Parties (any prior Credit Party or contemporaneous to any Person other than Agent, any such notice to the Loan Parties being hereby expressly waived) , to setoff offset and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of any Loan Party Borrower or any of its Subsidiaries Guarantor (regardless of whether such balances are then due to a Loan Party Borrower or its Subsidiaries), Guarantor) and (ii) any other property properties or assets at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Loan Party Borrower or any of its Subsidiaries, Guarantor against and on account of any of the ObligationsObligations 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. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to of setoff shall, to or otherwise receiving any payment on account of the extent the amount Obligations in excess of any such setoff exceeds its Pro Rata Percentage of the amount set off, Share thereof shall purchase for cash (and the other Lenders or holders shall sell) interests such participations in each such other Lender’s pro rata share or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata PercentagesShares (other than offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or 1.16). Each Loan 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 setoff offset with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the 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 deliver such excess to Administrative Agent for be rescinded and the benefit of all Lenders in accordance with the Pro Rata Percentagespurchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable applicable Law and not by way of limitation of any such rights, during following an acceleration of the continuance of any Event of DefaultNotes (to the extent permitted by the Collateral Agency and Intercreditor Agreement), each Lender Purchaser and each of its Affiliates is hereby authorized by the Loan Parties Obligors at any time or from time to time, to the fullest extent permitted by law, with prior written consent of Administrative Agent and with reasonably prompt subsequent notice to the Loan Parties (any prior or contemporaneous notice to the Loan Parties being hereby expressly waived) Notes Agent, to setoff and to appropriate and to apply any and all (i) balances deposits (general or special, time or demand, provisional or final) at any time held by such Lender Purchaser or Affiliate at any of its offices for the account of any Loan Party Obligor or any of its Subsidiaries (regardless of whether such balances deposits are then due to a Loan Party an Obligor or its Subsidiaries), and (ii) other property at any time held or owing by such Lender Purchaser or Affiliate to or for the credit or for the account of any Loan Party Obligor or any of its Subsidiaries, in each case against and on account of any of and all of the ObligationsObligations held by such Purchaser or Affiliate, irrespective of whether or not such Purchaser or Affiliate shall have made any demand under the Note Documents and although such obligations may be unmatured. Except with respect to setoff amounts applied to Product Obligations, any Lender Any Purchaser exercising a right to setoff shall, to the extent the amount of any such setoff exceeds its Pro Rata Percentage pro rata share of the amount set offObligations, purchase for cash (and the other Lenders Purchasers shall sell) interests in each such other LenderPurchaser’s pro rata share of the Obligations as would be necessary to cause such Lender Purchaser to share such excess with each other Lender Purchaser in accordance with their respective Pro Rata Percentagespro rata share. Each Loan Party Obligor agrees, to the fullest extent permitted by law, that any Lender Purchaser may exercise its right to setoff set off with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Administrative Notes Agent for the benefit of all Lenders Purchasers in accordance with the Pro Rata Percentagespro rata shares of the Purchasers.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, and subject to Section 11.9(f), each Lender is hereby authorized by the Loan Parties at any time or from time to time, with prior written consent of Administrative Agent and with reasonably prompt subsequent without notice to the Loan Parties (any prior Credit Party or contemporaneous to any other Person other than Agent, any such notice to the Loan Parties being hereby expressly waived) , to setoff offset and to appropriate and to apply any and all (i) balances held by such Lender it at any of its offices for the account of any Loan Party Borrower or any of its Subsidiaries Credit Party (regardless of whether such balances are then due to a Loan Party Borrower or its Subsidiaries), any Credit Party) and (ii) any other property properties or assets at any time held or owing by such that Lender or that holder to or for the credit or for the account of any Loan Party Borrower or any of its Subsidiaries, Credit Party against and on account of any of the ObligationsObligations 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. Except with respect to setoff amounts applied to Product Obligations, any Any Lender exercising a right to of setoff shall, to or otherwise receiving any payment on account of the extent the amount Obligations in excess of any such setoff exceeds its Pro Rata Percentage of the amount set off, Share thereof shall purchase for cash (and the other Lenders or holders shall sell) interests such participations in each such other Lender’s pro rata share or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share such excess the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata PercentagesShares, (other than offset rights exercised by any Lender with respect to Section 1.15). Each Lender’s obligation under this Section 11.8 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 Revolving Loan under Section 1.3(g). Borrower and each other Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to setoff offset with respect to amounts in excess of its pro rata share Pro Rata Share of the Obligations and upon doing may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the 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 deliver such excess to Administrative Agent for be rescinded and the benefit of all Lenders in accordance with the Pro Rata Percentagespurchase price restored without interest.