Common use of Setoff Ratable Payments Clause in Contracts

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank shall distribute to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant in a Loan may exercise setoff rights as provided by Section 12.1(a) as though it were a Bank with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) as though it were a Bank.

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank shall distribute to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant in a Loan may exercise setoff rights as provided by Section 12.1(a) as though it were a Bank with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) as though it were a Bank.

Setoff Ratable Payments. (a) In addition to, Upon the occurrence of an Event of Default and without limitation of, any rights the acceleration of maturity of the Banks principal indebtedness pursuant to Article VIII, Borrower hereby specifically authorizes each Lender and each of their respective Affiliates in which Borrower maintains a deposit account (whether a general or Agents special deposit account, other than trust accounts) or a certificate of deposit to setoff any Obligations owed to the Lenders against such deposit account or certificate of deposit without prior notice to Borrower (which notice is hereby waived) whether or not such deposit account or certificate of deposit has then matured. Nothing in this Section shall limit or restrict the exercise by a Lender or its Affiliates of any right to setoff or banker’s lien under applicable law, if subject to the Company becomes insolvent, however evidenced, approval of the Required Lenders (such consents not to be unreasonably withheld or delayed). If any Lender or any Default occurs and is continuing, Affiliate of any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any BankLender, whether by setoff setoff, banker’s lien or otherwise, has payment made to it upon any Loan under any Applicable Tranche such Lender’s Outstanding Revolving Credit Exposure and/or outstanding Term Loans (other than payments received pursuant to Section 3.1, 3.2, 3.4, 3.5 or, if such Lender is a Non-Extending Lender, as a result of the payment of principal to such Non-Extending Lender in connection with the termination of such Non-Extending Lender’s Commitment(s) on the applicable Non-Extending Lender Facility Termination Date) in a greater proportion than that received by any other Bank Lender under the applicable Facility, such Lender agrees, promptly upon any Loan demand, to participate in such Applicable Tranche constituting and purchase a portion of the same AdvanceAggregate Outstanding Revolving Credit Exposure and/or Aggregate Outstanding Term Loans, as applicable, held by the other Lenders so that after such Bank shall distribute to the Administrative Agent an amount equal to purchase each Lender will hold its Pro Rata Share of the other Banks’ pro rata share in such Applicable Tranche Aggregate Revolving Outstanding Credit Exposure and the Aggregate Outstanding Term Loans. If any Lender or any Affiliate of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if any BankLender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its such Lender’s Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank Lender agrees, promptly upon demand, to take such action necessary such that all Banks Lenders share in the benefits of such collateral or other protection ratably in proportion to their Obligations respective Pro Rata Shares of the same categoryCredit Facility. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company . Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by applicable law, any Participant in Lender purchasing a Loan portion of the Aggregate Revolving Outstanding Credit Exposure and or the Aggregate Outstanding Term Loans, and any Affiliate of such Lender, may exercise setoff any and all rights as provided by Section 12.1(a) as though it were a Bank of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.1 to the contrary, in the event that any Defaulting Lender or any Affiliate of a Defaulting Lender exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22(a)(ii) and, pending such payment, will be segregated by such Defaulting Lender (or such Defaulting Lender’s Affiliate, as the case may be) from its participating interest, provided that other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders entitled to such Participant has agreed that it shall be subject amounts pursuant to Sections 12.1(b) this Agreement and (cy) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as though to which it were a Bankor its Affiliate exercised such right of setoff.

Setoff Ratable Payments. (a) In addition to, Upon the occurrence of an Event of Default and without limitation of, any rights the acceleration of maturity of the Banks principal indebtedness pursuant to Article VIII, Borrower hereby specifically authorizes each Lender and each of their respective Affiliates in which Borrower maintains a deposit account (whether a general or Agents special deposit account, other than trust accounts) or a certificate of deposit to setoff any Obligations owed to the Lenders against such deposit account or certificate of deposit without prior notice to Borrower (which notice is hereby waived) whether or not such deposit account or certificate of deposit has then matured. Nothing in this Section shall limit or restrict the exercise by a Lender or its Affiliates of any right to setoff or banker’s lien under applicable law, if subject to the Company becomes insolvent, however evidenced, approval of the Required Lenders (such consents not to be unreasonably withheld or delayed). If any Lender or any Default occurs and is continuing, Affiliate of any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any BankLender, whether by setoff setoff, banker’s lien or otherwise, has payment made to it upon any Loan under any Applicable Tranche such Lender’s Outstanding Revolving Credit Exposure and/or outstanding Term Loans (other than payments received pursuant to Section 3.1, 3.2, 3.4, 3.5) in a greater proportion than that received by any other Bank Lender under the applicable Facility, such Lender agrees, promptly upon any Loan demand, to participate in such Applicable Tranche constituting and purchase a portion of the same AdvanceAggregate Outstanding Revolving Credit Exposure and/or Aggregate Outstanding Term Loans, as applicable, held by the other Lenders so that after such Bank shall distribute to the Administrative Agent an amount equal to purchase each Lender will hold its Pro Rata Share of the other Banks’ pro rata share in such Applicable Tranche Aggregate Revolving Outstanding Credit Exposure and the Aggregate Outstanding Term Loans. If any Lender or any Affiliate of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if any BankLender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its such Lender’s Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank Lender agrees, promptly upon demand, to take such action necessary such that all Banks Lenders share in the benefits of such collateral or other protection ratably in proportion to their Obligations respective Pro Rata Shares of the same categoryCredit Facility. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company . Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by applicable law, any Participant in Lender purchasing a Loan portion of the Aggregate Revolving Outstanding Credit Exposure and or the Aggregate Outstanding Term Loans, and any Affiliate of such Lender, may exercise setoff any and all rights as provided by Section 12.1(a) as though it were a Bank of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.1 to the contrary, in the event that any Defaulting Lender or any Affiliate of a Defaulting Lender exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22(a)(ii) and, pending such payment, will be segregated by such Defaulting Lender (or such Defaulting Lender’s Affiliate, as the case may be) from its participating interest, provided that other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders entitled to such Participant has agreed that it shall be subject amounts pursuant to Sections 12.1(b) this Agreement and (cy) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as though to which it were a Bankor its Affiliate exercised such right of setoff.

Setoff Ratable Payments. (a) In addition toIf an Amortization Event shall have occurred and be continuing, each Lender and without limitation ofeach of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any rights and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Banks Borrower against any and all of the obligations of the Borrower now or Agents hereafter existing under applicable law, if the Company becomes insolvent, however evidenced, this Agreement or any Default occurs and is continuingother Transaction Document to such Lender or its respective Affiliates, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and irrespective of whether or not collected such Lender or available but excluding (x) Affiliate shall have made any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX demand under this Agreement or any other exchange in respect Transaction Document and although such obligations of which the Company has equivalent authority) Borrower may be offset and applied toward contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the payment of the Obligations owing to branch, office or Affiliate holding such Bank deposit or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be dueobligated on such indebtedness. (b) Subject The rights of each Lender and its respective Affiliates under this Section 12.3 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower, the Master Servicer, the Administrative Agent and the Collateral Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The provisions of this Section 2.11, if 12.3 shall not be construed to apply to any Bankpayment made by the Borrower or the Master Servicer pursuant to and in accordance with the express terms of this Agreement. (c) If any Lender, whether by setoff or otherwise, has payment made received payments (other than payments received pursuant to it upon any Loan under any Applicable Tranche Section 8.3) in a greater proportion than that received by any other Bank upon any Loan in Lender entitled to receive a ratable share of such Applicable Tranche constituting a portion of the same Advancepayments, such Bank shall distribute to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank Lender agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits purchase for cash without recourse or warranty a portion of such collateral ratably in payments held by the other Lenders so that after such purchase each Lender will hold its ratable proportion to their Obligations of the same category. In case such payment; provided that if all or any portion of such payment excess amount is disturbed by legal processthereafter recovered from such Lender, or otherwise, appropriate further adjustments such purchase shall be maderescinded and the purchase price restored to the extent of such recovery, but without interest. (d) The Company agrees that any Participant in a Loan may exercise setoff rights as provided by Section 12.1(a) as though it were a Bank with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) as though it were a Bank.

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank shall distribute to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant in a Loan may exercise setoff rights as provided by Section 12.1(a) as though it were a Bank with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) as though it were a Bank.

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that 50746764_11 received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank shall distribute to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant in a Loan may exercise setoff rights as provided by Section 12.1(a) as though it were a Bank with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) as though it were a Bank.. ARTICLE XIII

Setoff Ratable Payments. (a) a. In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) b. Subject to Section 2.11, if any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank shall distribute to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) c. Subject to Section 2.11, if any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) d. The Company agrees that any Participant in a Loan may exercise setoff rights as provided by Section 12.1(a) as though it were a Bank with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) as though it were a Bank.

Setoff Ratable Payments. If an Amortization Event shall have occurred and be continuing, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (ageneral or special, time or demand, provisional or final, in whatever currency) In addition to, at any time held and without limitation of, other obligations (in whatever currency) at any rights time owing by such Lender or any such Affiliate to or for the credit or the account of Borrower against any and all of the Banks obligations of Borrower now or Agents hereafter existing under applicable law, if the Company becomes insolvent, however evidenced, this Agreement or any Default occurs and is continuingother Transaction Document to such Lender or its respective Affiliates, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and irrespective of whether or not collected such Lender or available but excluding Affiliate shall have made any demand under this Agreement or any other Transaction Document and although such obligations of Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may all amounts so set off shall be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank shall distribute paid over immediately to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks for further application in accordance with the provisions of this Agreement. (c) Subject to Section 2.111.8 and, if any Bankpending such payment, whether shall be segregated by such Defaulting Lender from its other funds and deemed held in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection trust for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations benefit of the same category. In case any such payment is disturbed by legal processAdministrative Agent and the Lenders, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant in a Loan may exercise setoff rights as provided by Section 12.1(a) as though it were a Bank with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (cy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Aggregate Unpaids owing to such Defaulting Lender as though to which it were a Bankexercised such right of setoff.

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may beBank, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank shall distribute to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant holder of a participation in a Loan may may, to the fullest extent permitted by law, exercise setoff all its rights as provided by Section 12.1(a) as though it were a Bank of payment with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) participation as though it if such holder were a Bankthe direct creditor of the Company in the amount of the participation.

Setoff Ratable Payments. (a) In addition to, Upon the occurrence of an Event of Default and without limitation of, any rights the acceleration of maturity of the Banks principal indebtedness pursuant to Article VIII, Borrower hereby specifically authorizes each Lender and each of their respective Affiliates in which Borrower maintains a deposit account (whether a general or Agents special deposit account, other than trust accounts) or a certificate of deposit to setoff any Obligations owed to the Lenders against such deposit account or certificate of deposit without prior notice to Borrower (which notice is hereby waived) whether or not such deposit account or certificate of deposit has NAI-0000000000v5 13 then matured. Nothing in this Section shall limit or restrict the exercise by a Lender or its Affiliates of any right to setoff or banker's lien under applicable law, if subject to the Company becomes insolvent, however evidenced, approval of the Required Lenders (such consents not to be unreasonably withheld or delayed). If any Lender or any Default occurs and is continuing, Affiliate of any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any BankLender, whether by setoff setoff, banker's lien or otherwise, has payment made to it upon any Loan under any Applicable Tranche such Lender’s Outstanding Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4, 3.5 or, if such Lender is a Non-Extending Lender, as a result of the payment of principal to such Non-Extending Lender in connection with the termination of such Non-Extending Lender’s Commitment on the Non-Extending Lender Facility Termination Date) in a greater proportion than that received by any other Bank Lender, such Lender agrees, promptly upon any Loan demand, to participate in such Applicable Tranche constituting and purchase a portion of the same Advance, Aggregate Outstanding Credit Exposure held by the other Lenders so that after such Bank shall distribute to the Administrative Agent an amount equal to purchase each Lender will hold its Pro Rata Share of the other Banks’ pro rata share in such Applicable Tranche Aggregate Outstanding Credit Exposure. If any Lender or any Affiliate of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if any BankLender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its such Lender’s Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank Lender agrees, promptly upon demand, to take such action necessary such that all Banks Lenders share in the benefits of such collateral or other protection ratably in proportion to their Obligations respective Pro Rata Shares of the same categoryAggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company . Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by applicable law, any Participant in Lender purchasing a Loan portion of the Aggregate Outstanding Credit Exposure, and any Affiliate of such Lender, may exercise setoff any and all rights as provided by Section 12.1(a) as though it were a Bank of setoff, banker's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.1 to the contrary, in the event that any Defaulting Lender or any Affiliate of a Defaulting Lender exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22(a)(ii) and, pending such payment, will be segregated by such Defaulting Bank (or such Defaulting Lender’s Affiliate, as the case may be) from its participating interest, provided that other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders entitled to such Participant has agreed that it shall be subject amounts pursuant to Sections 12.1(b) this Agreement and (cy) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as though to which it were a Bankor its Affiliate exercised such right of setoff.”

Setoff Ratable Payments. (a) In addition to11.1. Setoff If a Default shall have occurred and be continuing, each Lender and without limitation ofeach its Affiliates is hereby authorized at any time and from time to time, any rights of to the Banks or Agents under fullest extent permitted by applicable law, if the Company becomes insolventto set off and apply any and all deposits (general or special, however evidencedtime or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any Default occurs such Affiliate, to or for the credit or the account of the Parent or any other Loan Party against any and is continuingall of the obligations of the Parent or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and irrespective of whether or not collected such Lender or available but excluding Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Parent or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may all amounts so set off shall be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank shall distribute paid over immediately to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Agreement. Section are in addition to other rights and remedies (cincluding other rights of setoff) Subject that such Lender or its Affiliates may have. Each Xxxxxx agrees to Section 2.11, if notify the Borrower Representative and the Administrative Agent promptly after any Bank, whether in connection with such setoff or amounts which might be subject and application; provided that the failure to setoff or otherwise, receives collateral or other protection for any category of its Obligations or give such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in notice shall not affect the benefits validity of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be madesetoff and application. (d) The Company agrees that any Participant in a Loan may exercise setoff rights as provided by Section 12.1(a) as though it were a Bank with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) as though it were a Bank.

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche Facility in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche Facility constituting a portion of the same Advance, such Bank shall distribute to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche Facility of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche Facility in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche Facility outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant in a Loan may exercise setoff rights as provided by Section 12.1(a) as though it were a Bank with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) as though it were a Bank.

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may beBank, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if If any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank (or, if applicable, such Bank’s Servicing Bank) shall distribute to all the Administrative Agent other Banks (or, if applicable, such other Banks’ Servicing Banks) an amount equal to each of the other Banks’ their pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent a Servicing Bank shall be distributed by the Administrative Agent Servicing Banks to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if If any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant holder of a participation in a Loan may may, to the fullest extent permitted by law, exercise setoff all its rights as provided by Section 12.1(a) as though it were a Bank of payment with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) participation as though it if such holder were a Bankthe direct creditor of the Company in the amount of the participation.

Setoff Ratable Payments. (a) In addition to, Upon the occurrence of an Event of Default and without limitation of, any rights the acceleration of maturity of the Banks principal indebtedness pursuant to Article VIII, Borrower hereby specifically authorizes each Lender and each of their respective Affiliates in which Borrower maintains a deposit account (whether a general or Agents special deposit account, other than trust accounts) or a certificate of deposit to setoff any Obligations owed to the Lenders against such deposit account or certificate of deposit without prior notice to Borrower (which notice is hereby waived) whether or not such deposit account or certificate of deposit has then matured. Nothing in this Section shall limit or restrict the exercise by a Lender or its Affiliates of any right to setoff or banker's lien under applicable law, if subject to the Company becomes insolvent, however evidenced, approval of the Required Lenders (such consents not to be unreasonably withheld or delayed). If any Lender or any Default occurs and is continuing, Affiliate of any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any BankLender, whether by setoff setoff, banker's lien or otherwise, has payment made to it upon any Loan under any Applicable Tranche such Lender’s Outstanding Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4, 3.5 or, if such Lender is a Non-Extending Lender, as a result of the payment of principal to such Non-Extending Lender in connection with the termination of such Non-Extending Lender’s Commitment on the Non- Extending Lender Facility Termination Date) in a greater proportion than that received by any other Bank Lender, such Xxxxxx agrees, promptly upon any Loan demand, to participate in such Applicable Tranche constituting and purchase a portion of the same Advance, Aggregate Outstanding Credit Exposure held by the other Lenders so that after such Bank shall distribute to the Administrative Agent an amount equal to purchase each Lender will hold its Pro Rata Share of the other Banks’ pro rata share in such Applicable Tranche Aggregate Outstanding Credit Exposure. If any Lender or any Affiliate of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if any BankLender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its such Lender’s Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank Lender agrees, promptly upon demand, to take such action necessary such that all Banks Lenders share in the benefits of such collateral or other protection ratably in proportion to their Obligations respective Pro Rata Shares of the same categoryAggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company . Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by applicable law, any Participant in Lender purchasing a Loan portion of the Aggregate Outstanding Credit Exposure, and any Affiliate of such Lender, may exercise setoff any and all rights as provided by Section 12.1(a) as though it were a Bank of setoff, banker's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.1 to the contrary, in the event that any Defaulting Lender or any Affiliate of a Defaulting Lender exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22(a)(ii) and, pending such payment, will be segregated by such Defaulting Bank (or such Defaulting Lender’s Affiliate, as the case may be) from its participating interest, provided that other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders entitled to such Participant has agreed that it shall be subject amounts pursuant to Sections 12.1(b) and (c) as though it were a Bank.this Agreement and

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may beBank, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if If any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank (or, if applicable, such Bank’s Servicing Bank) shall distribute to all the Administrative Agent other Banks (or, if applicable, such other Banks’ Servicing Banks) an amount equal to each of the other Banks’ their pro rata share in such Applicable Tranche of such payment. Such payment shall be CHICAGO MERCANTILE EXCHANGE INC. 2004 CREDIT AGREEMENT distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent a Servicing Bank shall be distributed by the Administrative Agent Servicing Banks to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if If any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant holder of a participation in a Loan may may, to the fullest extent permitted by law, exercise setoff all its rights as provided by Section 12.1(a) as though it were a Bank of payment with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) participation as though it if such holder were a Bankthe direct creditor of the Company in the amount of the participation.

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may beBank, whether or not the Obligations, or any part thereof, shall then be due.. CHICAGO MERCANTILE EXCHANGE INC. 2007 CREDIT AGREEMENT (b) Subject to Section 2.11, if If any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank shall distribute to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if If any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant holder of a participation in a Loan may may, to the fullest extent permitted by law, exercise setoff all its rights as provided by Section 12.1(a) as though it were a Bank of payment with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) participation as though it if such holder were a Bankthe direct creditor of the Company in the amount of the participation.

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “"customer segregated funds” " accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may beBank, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if If any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank (or, if applicable, such Bank's Servicing Bank) shall distribute to all the Administrative Agent other Banks (of, if applicable, such other Banks' Servicing Banks) an amount equal to each of the other Banks’ their pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s 's respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent a Servicing Bank shall be distributed by the Administrative Agent Servicing Banks to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if If any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant holder of a participation in a Loan may may, to the fullest extent permitted by law, exercise setoff all its rights as provided by Section 12.1(a) as though it were a Bank of payment with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) participation as though it if such holder were a Bankthe direct creditor of the Company in the amount of the participation.

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may beBank, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if If any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank shall distribute to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if If any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant holder of a participation in a Loan may may, to the fullest extent permitted by law, exercise setoff all its rights as provided by Section 12.1(a) as though it were a Bank of payment with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) participation as though it if such holder were a Bankthe direct creditor of the Company in the amount of the participation.

Setoff Ratable Payments. (a) In addition toIf an Amortization Event shall have occurred and be continuing, each Lender and without limitation ofeach of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any rights and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of Borrower against any and all of the Banks obligations of Borrower now or Agents hereafter existing under applicable law, if the Company becomes insolvent, however evidenced, this Agreement or any Default occurs and is continuingother Transaction Document to such Lender or its respective Affiliates, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and irrespective of whether or not collected such Lender or available but excluding Affiliate shall have made any demand under this Agreement or any other Transaction Document and although such obligations of Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may all amounts so set off shall be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank shall distribute paid over immediately to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks for further application in accordance with the provisions of this AgreementSection 1.8 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Aggregate Unpaids owing to such Defaulting Lender as to which it exercised such right of setoff. (cb) Subject to Section 2.11If an Amortization Event shall have occurred and be continuing, if any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category each Lender and each of its Obligations respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such amounts which Lender or any such Affiliate to or for the credit or the account of the Master Servicer against any and all of the obligations of the Master Servicer now or hereafter existing under this Agreement or any other Transaction Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Transaction Document and although such obligations of the Master Servicer may be subject contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in any caseaccordance with the provisions of Section 1.8 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in trust for the benefits of such collateral ratably in proportion to their Obligations benefit of the same category. In case any such payment is disturbed by legal processAdministrative Agent and the Lenders, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant in a Loan may exercise setoff rights as provided by Section 12.1(a) as though it were a Bank with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (cy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Aggregate Unpaids owing to such Defaulting Lender as though to which it were a Bankexercised such right of setoff.

Setoff Ratable Payments. (a) In addition to, Upon the occurrence of an Event of Default and without limitation of, any rights the acceleration of maturity of the Banks principal indebtedness pursuant to Article VIII, Borrower hereby specifically authorizes each Lender in which Borrower maintains a deposit account (whether a general or Agents special deposit account, other than trust accounts) or a certificate of deposit to setoff any Obligations owed to the Lenders against such deposit account or certificate of deposit without prior notice to Borrower (which notice is hereby waived) whether or not such deposit account or certificate of deposit has then matured. Nothing in this Section shall limit or restrict the exercise by a Bank of any right to setoff or banker’s lien under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent subject to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange approval of the Company, CBOT, NYMEX Required Lenders (such consents not to be unreasonably withheld or delayed). If any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may be, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if any BankLender, whether by setoff setoff, banker’s lien or otherwise, has payment made to it upon any Loan under any Applicable Tranche its Outstanding Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Bank Lender, such Lender agrees, promptly upon any Loan demand, to participate in such Applicable Tranche constituting and purchase a portion of the same Advance, Aggregate Outstanding Credit Exposure held by the other Lenders so that after such Bank shall distribute to the Administrative Agent an amount equal to purchase each Lender will hold its Pro Rata Share of the other Banks’ pro rata share in such Applicable Tranche of such paymentAggregate Outstanding Credit Exposure. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if If any BankLender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank Lender agrees, promptly upon demand, to take such action necessary such that all Banks Lenders share in the benefits of such collateral or other protection ratably in proportion to their Obligations respective Pro Rata Shares of the same categoryAggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company . Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by applicable law, any Participant in Lender purchasing a Loan portion of the Aggregate Outstanding Credit Exposure may exercise setoff any and all rights as provided by Section 12.1(a) as though it were a Bank of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.1 to the contrary, in the event that any Defaulting Lender exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22(a)(ii) and, pending such payment, will be segregated by such Defaulting Bank from its participating interestother funds and deemed held in trust for the benefit of the Administrative Agent, provided that and the Lenders entitled to such Participant has agreed that it shall be subject amounts pursuant to Sections 12.1(b) this Agreement and (cy) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as though to which it were a Bankexercised such right of setoff.

Setoff Ratable Payments. (a) In addition to, and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company (including all account balances, whether provisional or final and whether or not collected or available but excluding (x) any accounts designated as or representing “"customer segregated funds” " accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign 36 currency futures and options contracts traded on the exchange of the Company, CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case may beBank, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11, if If any Bank, whether by setoff or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance, such Bank (or, if applicable, such Bank's Servicing Bank) shall distribute to all the Administrative Agent other Banks (or, if applicable, such other Banks' Servicing Banks) an amount equal to each of the other Banks’ their pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s 's respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent a Servicing Bank shall be distributed by the Administrative Agent Servicing Banks to the applicable Banks in accordance with the provisions of this Agreement. (c) Subject to Section 2.11, if If any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations of the same category. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant holder of a participation in a Loan may may, to the fullest extent permitted by law, exercise setoff all its rights as provided by Section 12.1(a) as though it were a Bank of payment with respect to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) participation as though it if such holder were a Bankthe direct creditor of the Company in the amount of the participation.

Setoff Ratable Payments. (a) In addition toSetoff. The Borrowers hereby grant each Lender a security interest in all deposits, credits and without limitation of, any rights of the Banks or Agents under applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company deposit accounts (including all account balances, whether provisional or final and whether or not collected or available but excluding available) of such Borrower with such Lender or any Affiliate of such Lender (x) the “Deposits”). In addition to, and without limitation of, any accounts designated as or representing “customer segregated funds” accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the settlement of foreign currency futures and options contracts traded on the exchange rights of the CompanyLenders under applicable law, CBOTif any Borrower becomes insolvent, NYMEX however evidenced, or any other exchange in respect Event of which the Company has equivalent authority) may be Default occurs, such Borrower authorizes each Lender to offset and applied apply all such Deposits toward the payment of the Obligations owing to such Bank or Agent, as the case may beLender, whether or not the Obligations, or any part thereof, shall then be due. (b) Subject to Section 2.11due and regardless of the existence or adequacy of any collateral, if any Bank, whether by setoff guaranty or otherwise, has payment made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by any other Bank upon security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Loan in Defaulting Lender shall exercise such Applicable Tranche constituting a portion right of the same Advancesetoff, such Bank (x) all amounts so set off shall distribute be paid over immediately to the Administrative Agent an amount equal to each of the other Banks’ pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment distributed pursuant to this subsection (b) to the Administrative Agent shall be distributed by the Administrative Agent to the applicable Banks for further application in accordance with the provisions of this Agreement. (c) Subject to Section 2.112.22 and, if any Bankpending such payment, whether shall be segregated by such Defaulting Lender from its other funds and deemed held in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection trust for any category of its Obligations or such amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their Obligations benefit of the same categoryAdministrative Agent, the LC Issuer, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. (d) The Company agrees that any Participant in a Loan may exercise setoff rights as provided by Section 12.1(a) as though it were a Bank with With respect to the Foreign Borrowers such right of setoff is limited to its participating interest, provided that such Participant has agreed that it shall be subject to Sections 12.1(b) and (c) as though it were a BankForeign Borrower Obligations.