Common use of Sharing of Payments, Etc Clause in Contracts

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each If a Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of of, or interest on on, any Loan owing of a Class made by it to it or payment of any other amount the Borrower under this Agreement or shall obtain payment on any of other Obligation owing by the Borrower or any other Financing Agreements Loan Party through the exercise of any right of setoffset-off, banker’s lien or lien, counterclaim or similar right or otherwise (or through voluntary prepayments directly to a Lender or other than from Agent as provided herein), andpayments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as a result of such paymentapplicable, such Lender shall have received more than its Pro Rata Share promptly purchase from the other Lenders of such Class participations in (or, if and to the principal of extent specified by such Lender, direct interests in) the Loans or more than its share of such Class made by the other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount Lenders of such excess and simultaneously purchase from such Class or other Lenders a participation in the Loans or such other amounts, respectively, owing Obligations owed to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such excess payment (net of any reasonable expenses that which may actually be incurred by such Lender in obtaining or preserving such excess paymentbenefit) in accordance with their respective Pro Rata Shares the requirements of Section 3.2. or Section 11.5., as otherwise agreed by Lendersapplicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each . The Borrower and Guarantor agrees that any Lender of such Class so purchasing a participation (or direct interest) as provided in this Section the Loans or other Obligations owed to such other Lenders of such Class may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to of such Lender Class in the amount of such participation. (d) . Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimBorrower.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor of the Credit Parties agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s bankers’ lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower or Guarantor any of the Credit Parties at any of its offices, in dollars or in any other currency, offices against any principal of or interest on any of such Lender’s Term Loans owed to such Lender the Borrower hereunder, or any other amount payable to such Lender hereunder, that is not paid when due Obligation of the Borrower hereunder (regardless of whether such Obligations of the Borrower are then due and regardless of whether such offset balances are then due to such Borrower or Guarantorthe Borrower), in which case it shall promptly notify Administrative the Borrower and the Agent thereof; , provided, that, that such Lender’s failure to give such notice shall not affect the validity thereof. (b) . If any a Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Term Loan owing to made by it or payment of any other amount under this Agreement Agreement, or any of the other Financing Agreements obligation then due to such Lender hereunder, through the exercise of any right of setoffset-off (including, without limitation, any right of set-off or lien granted under Section 10.19 hereof), banker’s lien or lien, counterclaim or similar right right, or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lenderotherwise, it shall promptly pay to Agentpurchase from the other Lenders participations in the Term Loans made by, for or the benefit other obligations of Lendersthe Borrower hereunder of, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that which may be incurred by such Lender in obtaining or preserving such excess paymentbenefit) pro-rata in accordance with their respective Pro Rata Shares or as otherwise agreed by LendersTerm Loan Commitment Percentages. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) . Each Borrower and Guarantor agrees of the Credit Parties agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation (in the Loans made by or direct interest) as provided in this Section other obligations hereunder of, the other Lenders may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of said Loans or other amounts (as the case may be) owing to such Lender obligations in the amount of such participation. (d) . Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimBorrower.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees thatIf any Bank shall effect payment, in addition to (and without limitation of) cash or otherwise, of any right of setoff, banker’s lien Facility Fees or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed a Loan made by it to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such the Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoffset-off, banker’s lien or bankers’ lien, counterclaim or similar right or otherwise (other than from Agent as provided herein)right, and, as a result of and such payment, such Lender Bank shall have received more than its Pro Rata Share a greater percentage, in cash or otherwise, of the Facility Fees or the principal of the Loans or more than its share of such other amounts interest then due hereunder or thereunder by any Borrower or Guarantor to such Lender Bank in respect of its Loans than the percentage thereof received by any other LenderBank, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such the other Lenders a participation Banks participations in the Loans or such made by the other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) Banks in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all Lenders the Banks shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares or as otherwise agreed the unpaid Facility Fees, principal and interest on the Loans held by Lenderseach of them. To such end all Lenders the Banks shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each . The Borrower and Guarantor agrees that any Lender Bank so purchasing a participation (or direct interest) as provided in the Loans made by the other Banks under this Section 5.7 may exercise, in a manner consistent with this Section, to the extent permitted by applicable law exercise all rights of setoffset-off, banker’s bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender Bank were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) . Nothing contained herein shall require any Lender Bank to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender Bank to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any the Borrower. The Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shallagrees, to the fullest extent practicableit may effectively do so under applicable law, assign that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such rights participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. In the event that any Defaulting Bank 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 accordance with the provisions of Section 2.9 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of Lenders andthe Administrative Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in any event, exercise its rights in respect reasonable detail the obligations owing to such Defaulting Bank as to which it exercised such right of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimsetoff.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s 's lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor Obligor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such Borrower or Guarantor Obligor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances deposit or other indebtedness are then due to such Borrower Obligor and of the existence or Guarantoradequacy of any security therefor), in which case it shall promptly notify such Obligor and the Administrative Borrower and Agent thereof; provided, that, PROVIDED that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans or as otherwise agreed by such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.7 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.7 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s 's lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each If a Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of of, or interest on on, any Loan owing of a Class made by it to it or payment of any other amount the Borrower under this Agreement or shall obtain payment on any of other Obligation owing by the Borrower or any other Financing Agreements Loan Party through the exercise of any right of setoffset-off, banker’s lien or lien, counterclaim or similar right or otherwise (or through voluntary prepayments directly to a Lender or other than from Agent as provided herein), andpayments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2 or Section 10.5, as a result of such paymentapplicable, such Lender shall have received more than its Pro Rata Share promptly purchase from the other Lenders of such Class participations in (or, if and to the principal of extent specified by such Lender, direct interests in) the Loans or more than its share of such Class made by the other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount Lenders of such excess and simultaneously purchase from such Class or other Lenders a participation in the Loans or such other amounts, respectively, owing Obligations owed to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such excess payment (net of any reasonable expenses that which may actually be incurred by such Lender in obtaining or preserving such excess paymentbenefit) in accordance with their respective Pro Rata Shares the requirements of Section 3.2 or Section 10.5, as otherwise agreed by Lendersapplicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each . The Borrower and Guarantor agrees that any Lender of such Class so purchasing a participation (or direct interest) as provided in this Section the Loans or other Obligations owed to such other Lenders of such Class may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to of such Lender Class in the amount of such participation. (d) . Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimBorrower.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each If a Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of of, or interest on on, any Loan owing of a Class made by it to it or payment of any other amount the Borrower under this Agreement or shall obtain payment on any of other Obligation owing by the Borrower or any other Financing Agreements Loan Party through the exercise of any right of setoffset-off, banker’s lien or lien, counterclaim or similar right or otherwise (or through voluntary prepayments directly to a Lender or other than from Agent payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as provided herein), andsuch Lender in accordance with Section 3.2. or Section 10.5., as a result of such paymentapplicable, such Lender shall have received more than its Pro Rata Share promptly purchase from the other Lenders of such Class participations in (or, if and to the principal of extent specified by such Lender, direct interests in) the Loans or more than its share of such Class made by the other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount Lenders of such excess and simultaneously purchase from such Class or other Lenders a participation in the Loans or such other amounts, respectively, owing Obligations owed to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such excess payment (net of any reasonable expenses that which may actually be incurred by such Lender in obtaining or preserving such excess paymentbenefit) in accordance with their respective Pro Rata Shares the requirements of Section 3.2. or Section 10.5., as otherwise agreed by Lendersapplicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each . The Borrower and Guarantor agrees that any Lender of a Class so purchasing a participation (or direct interest) as provided in this Section the Loans or other Obligations owed to the other Lenders of such Class may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to of such Lender Class in the amount of such participation. (d) participation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimBorrower.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees thatIf any Bank shall effect payment, in addition to (and without limitation of) cash or otherwise, of any right of setoff, banker’s lien Facility Fees or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed a Loan made by it to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such the Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoffset-off, banker’s lien or bankers’ lien, counterclaim or similar right or otherwise (other than from Agent as provided herein)right, and, as a result of and such payment, such Lender Bank shall have received more than its Pro Rata Share a greater percentage, in cash or otherwise, of the Facility Fees or the principal of the Loans or more than its share of such other amounts interest then due hereunder or thereunder by any Borrower or Guarantor to such Lender Bank in respect of its Loans than the percentage thereof received by any other LenderBank, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such the other Lenders a participation Banks participations in the Loans or such made by the other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) Banks in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all Lenders the Banks shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares or as otherwise agreed the unpaid Facility Fees, principal and interest on the Loans held by Lenderseach of them. To such end all Lenders the Banks shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each . The Borrower and Guarantor agrees that any Lender Bank so purchasing a participation (or direct interest) as provided in the Loans made by the other Banks under this Section 5.7 may exercise, in a manner consistent with this Section, to the extent permitted by applicable law exercise all rights of setoffset-off, banker’s bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender Bank were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) . Nothing contained herein shall require any Lender Bank to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender Bank to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any the Borrower. The Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shallagrees, to the fullest extent practicableit may effectively do so under applicable law, assign that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such rights participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. In the event that any Defaulting Bank 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 accordance with the provisions of Section 2.9 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of Lenders andthe Administrative Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Bank as to which it exercised such right of setoff. For the avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any eventof its Loans or Commitments to any assignee or participant, exercise its rights in respect other than to the Borrower or any Subsidiary thereof (as to which the provisions of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimparagraph shall apply).

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such any Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorany Borrower), in which case it shall promptly notify Administrative Borrower Borrowers and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor Borrowers to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (bi) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any the Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset off, banker’s lien or counterclaim or similar right or otherwise (other than from Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans Loan or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor Borrowers to such Lender (other than pursuant to any Secured Hedge Agreements) than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the Loans extent specified by such Lender, direct interests in) the Loan or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of or as otherwise agreed by interest on the Loan or such other amounts, respectively, owing to each of Lenders. To such end end, all Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (cii) Each Borrower and Guarantor agrees Borrowers agree that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans the Loan or other amounts (as the case may be) owing to such Lender in the amount of such participation. (diii) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorBorrowers. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set off to which this Section 2.15(b) applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section 2.15(b) to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and between Lenders, to the provisions of the last sentence of Section 12.3(b) hereof1.1(g)), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender’s Revolving Credit Advances or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s failure to give such notice shall not affect the validity thereof. For avoidance of doubt and for purposes of determining whether any adjustments are required pursuant to the terms of Section 1.12(b), no effect shall be given to any Obligations owing in respect of Interest Rate Agreements. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan Revolving Credit Advance owing to it or payment of any other amount under this Agreement or any of the Revolving Credit Note held by it or any other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Proportionate Share of the principal of or interest on the Loans Revolving Credit Advances or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in (or, if and to the Loans extent specified by such Lender, direct interests in) the Revolving Credit Advances or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or Proportionate Shares. Amounts received by Agent under this paragraph shall be treated as otherwise agreed a payment received by LendersBorrower under Section 1.10. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. For the avoidance of doubt and for purposes of determining whether any adjustments are required pursuant to the terms of this Section 1.12(b), no effect shall be given to any Obligations owing in respect of Interest Rate Agreements. (c) Each Borrower and Guarantor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this SectionSection 1.12(a), all rights of setoffset-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans Revolving Credit Advances or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 1.12 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section 1.12 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower of the Company and Guarantor the Guarantors agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any Lender a Bank may otherwise have, each Lender Bank shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower the Company or Guarantor any Restricted Subsidiary at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Bank's Loans owed to such Lender hereunder, or any other amount payable to Reimbursement Obligation or obligations then outstanding in respect of Bank Letters of Credit held by such Lender Bank hereunder, that which is not paid when due (regardless of whether such balances are then due to the Company or such Borrower or Guarantor), in which case it shall promptly notify the Company and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s Bank's failure to give such notice shall not affect the validity thereof. (b) . If any Lender (including Agent) a Bank shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing made by it to it or payment of any other amount the Company under this Agreement Agreement, or on any Reimbursement Obligation or obligations then outstanding in respect of the other Financing Agreements Bank Letters of Credit held by such Bank hereunder, through the exercise of any right of setoffset-off, banker’s lien or 's lien, counterclaim or similar right right, or otherwise (other than from Agent as provided herein)otherwise, and, as a result of such payment, such Lender Bank shall have received more than its Pro Rata Share a greater percentage of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor the Company to such Lender Bank than the percentage thereof received by any other LenderBanks, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation Banks participations in the Loans made, or Reimbursement Obligations or obligations then outstanding in respect of Bank Letters of Credit held, by such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) Banks in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all Lenders the Banks shall share the benefit of such excess payment (net of any expenses that expense which may be incurred by such Lender Bank in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal and interest on the Loans and Reimbursement Obligations or as otherwise agreed obligations then outstanding in respect of Bank Letters of Credit held by Lenderseach of the Banks. To such end all Lenders the Banks shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) . Each Borrower of the Company and Guarantor the Guarantors agrees that any Lender Bank so purchasing a participation (in the Loans made, or direct interest) as provided Reimbursement Obligations or obligations then outstanding in this Section respect of Bank Letters of Credit held, by other Banks may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender Bank were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) . Nothing contained herein shall require any Lender Bank to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender Bank to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of the Company or any Borrower or other Guarantor. If, If under any applicable bankruptcy, insolvency or other similar law, any Lender Bank receives a secured claim in lieu of a setoff set-off to which this Section 4.05 applies, such Lender Bank shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders the Banks entitled under this Section 4.05 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower of the Obligors and Guarantor the Guarantors agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any Lender a Bank may otherwise have, each Lender Bank shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower Obligor or such Guarantor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Bank's Loans owed to such Lender or any other amount payable to such Lender hereunder, that which is not paid when due (regardless of whether such balances are then due to such Borrower Obligor or such Guarantor), in which case it shall promptly notify the Administrative Borrower Agent and Agent such Obligor or such Guarantor thereof; provided, that, provided that such Lender’s Bank's failure to give such notice shall not affect the validity thereof. (b) . If any Lender (including Agent) a Bank shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing made by it to it or payment of any other amount the Obligors under this Agreement or any of the other Financing Agreements Agreement, through the exercise of any right of setoffset-off, banker’s lien or 's lien, counterclaim or similar right right, or otherwise (other than from Agent as provided herein)otherwise, and, as a result of such payment, such Lender Bank shall have received more than its Pro Rata Share a greater percentage of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor the Obligors to such Lender Bank than the percentage thereof received by any other LenderBanks, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation Banks participations in the Loans or made by such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) Banks in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all Lenders the Banks shall share the benefit of such excess payment (net of any expenses that expense which may be incurred by such Lender Bank in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares or as otherwise agreed the unpaid principal and interest on the Loans held by Lenderseach of the Banks. To such end all Lenders the Banks shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower . The Obligors and Guarantor agrees the Guarantors agree that any Lender Bank so purchasing a participation (or direct interest) as provided in this Section the Loans made by other Banks may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender Bank were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) . Nothing contained herein shall require any Lender Bank to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender Bank to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower the Obligors or Guarantorthe Guarantors. If, If under any applicable bankruptcy, insolvency or other similar law, any Lender Bank receives a secured claim in lieu of a setoff set-off to which this Section 4.05 applies, such Lender Bank shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders the Banks entitled under this Section 4.05 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and between Lenders, to the provisions of Section 12.3(b) hereofthe last sentence of SECTION 1.1(f)), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars Dollars or in any other currencyCurrency, against any principal of or interest on any Loans owed to of such Lender Lender's Revolving Credit Advances or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan Revolving Credit Advance owing to it or payment of any other amount under this Agreement or any of the Revolving Credit Note held by it or any other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Proportionate Share of the principal of or interest on the Loans Revolving Credit Advances or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in (or, if and to the Loans extent specified by such Lender, direct interests in) the Revolving Credit Advances or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed Proportionate Shares. Amounts received by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.paragraph shall be treated as a payment received by Borrower under SECTION

Sharing of Payments, Etc. (a) Each Borrower and Guarantor The Company agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such Borrower or Guarantor the Company at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Lender's Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances deposit or other indebtedness are then due to such Borrower or Guarantorthe Company), in which case it shall promptly notify the Company and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor the Company payment of any principal of or interest on any Loan of any Class owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of such Class or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor the Company to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class or as otherwise agreed by such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercisemay, in a manner consistent with this Sectionto the fullest extent permitted by law, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantorthe Company. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section SECTION 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor Borrowers at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrowers), in which case it shall promptly notify Administrative Borrower Agent and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s 's lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each The Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim a Lender or the Administrative Agent or any Lender may otherwise have, each Lender and the Administrative Agent shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such the Borrower or Guarantor at any of its such Lender's (or the Administrative Agent's) offices, in dollars Dollars or in any other currency, against any principal of of, or interest on on, any of such Lender's Loans owed hereunder (or other Obligations owing to such Lender or any other amount payable to such Lender the Administrative Agent hereunder, that ) which is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Borrower), in which case it such Lender or the Administrative Agent (as the case may be) shall promptly notify the Borrower, all other Lenders and the Administrative Borrower and Agent thereof; provided, thathowever, the failure of such Lender’s failure Lender or the Administrative Agent (as the case may be) to give such notice shall not affect the validity thereof. (b) of such offset. If any a Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of of, or interest on, any Loan made by it to the Borrower under this Agreement, or shall obtain payment on any other Obligation owing by the Borrower or a Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Party through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (or through voluntary prepayments directly to a Lender or other than from Agent as provided herein), and, as payments made by the Borrower to a result Lender not in accordance with the terms of this Agreement and such payment, pursuant to Section 3.12., should be distributed to the Lenders pro rata in accordance with their respective Credit Percentages, such Lender shall have received more than its Pro Rata Share of promptly purchase from the principal of other Lenders participations in (or, if and to the Loans or more than its share of extent specified by such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for direct interests in) the benefit of Lenders, Syndicate Loans made by the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing Obligations owed to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any reasonable expenses that which may be incurred by such Lender in obtaining or preserving such excess paymentbenefit) pro rata in accordance with their respective Pro Rata Shares or as otherwise agreed by LendersCredit Percentages. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each . The Borrower and Guarantor agrees that any Lender so purchasing a participation (or direct interest) as provided in this Section the Syndicate Loans or other Obligations owed to such other Lenders made by other Lenders may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) . Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimBorrower.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim either Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent Agents and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Administrative Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including either Agent) shall obtain from any Borrower or Guarantor any Obligor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor any Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Administrative Agent, for the benefit of the applicable Lenders, the amount of such excess and simultaneously purchase from such other applicable Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders of the same category of Loans shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by the applicable Lenders. To such end all applicable Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantorany Obligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Administrative Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each The Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such the Borrower or Guarantor at any of its such Lender's offices, in dollars Dollars or in any other currency, against any principal of of, or interest on on, any of such Lender's Loans owed to such Lender hereunder (or any other amount payable Obligations, if any, owing to such Lender hereunder, that ) which is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Borrower), in which case it such Lender shall promptly notify Administrative Borrower the Borrower, all other Lenders and the Agent thereof; providedPROVIDED, thatHOWEVER, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) of such offset. If any a Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of of, or interest on, any Loan made by it to the Borrower under this Agreement, or shall obtain payment on any Loan other Secured Obligation, if any, owing to it by the Borrower or payment of any other amount under this Agreement or any of the other Financing Agreements a Subsidiary through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (or through voluntary prepayments directly to a Lender or other than from Agent as provided herein), and, as payments made by the Borrower to a result Lender not in accordance with the terms of this Agreement and such payment, pursuant to Section 4.05 hereof, should be distributed to the Lenders PRO RATA in accordance with their Credit Percentage, such Lender shall have received more than its Pro Rata Share of promptly purchase from the principal of other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or more than its share of such other amounts then due hereunder or thereunder made by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation or other Obligations arising under or in connection with the Loans or such other amounts, respectively, owing Loan Documents owed to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that which may be incurred by such Lender in obtaining or preserving such excess paymentbenefit) PRO RATA in accordance with their respective Pro Rata Shares or as otherwise agreed by LendersCredit Percentages. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each . The Borrower and Guarantor agrees that any Lender so purchasing a participation (or direct interest) as provided in this Section the Loans or other Obligations arising under or in connection with the Loan Documents owed to such other Lenders made by other Lenders may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) . Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimBorrower.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any the Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans or more than its share of such other amounts then due hereunder or thereunder by any the Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans or as otherwise agreed by such other amounts, respectively, owing to each of the Lenders. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) . Each Borrower and Guarantor Lender agrees that it shall turn over to Administrative Agent (for distribution by Administrative Agent to the other Lenders in accordance with the terms of this Agreement) any Lender purchasing a participation payment (whether voluntary or direct interestinvoluntary, through the exercise of any right of setoff or otherwise) as provided on account of the Loans held by it in this Section may exercise, in a manner consistent with this Section, excess of its ratable portion of payments on account of the Loans obtained by all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Lenders. Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation Obligation of any Borrower or Guarantorthe Borrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 14.10 applies, then such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 14.10 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien Lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien Lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each The Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such the Borrower or Guarantor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances deposit or other indebtedness are then due to such Borrower or Guarantorthe Borrower), in which case it shall promptly notify Administrative the Borrower and the Administrative Agent thereof; provided, that, provided that such -------- Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any the Borrower or Guarantor payment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of such Class or more than its share Letter of Credit Liabilities or such other amounts then due hereunder or thereunder by any the Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class or as otherwise agreed by Letter of Credit Liabilities or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored.. Credit Agreement ---------------- (c) Each The Borrower and Guarantor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantorthe Borrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each The Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim a Lender or the Agent or any Lender may otherwise have, each Lender and the Agent shall be entitledentitled during the continuance of an Event of Default, at its option (but subjectoption, as among Agent and Lenders, in the case of any Lender subject to receipt of the provisions of Section 12.3(b) hereof)Agent's prior written consent, to offset balances held by it for the account of such the Borrower or Guarantor at any of its such Lender's (or the Agent's) offices, in dollars Dollars or in any other currency, against any principal of of, or interest on on, any of such Lender's Loans owed hereunder (or other Obligations owing to such Lender or any other amount payable to such Lender the Agent hereunder, that ) which is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Borrower), in which case it such Lender shall promptly notify Administrative Borrower the Borrower, all other Lenders and the Agent thereof; provided, thathowever, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) of such offset. If any a Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of of, or interest on, any Loan made by it to the Borrower under this Agreement, or shall obtain payment on any Loan other Obligation owing to it by the Borrower or payment of any other amount under this Agreement or any of the other Financing Agreements a Subsidiary through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (or through voluntary prepayments directly to a Lender or other than from Agent as provided herein), andpayments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2. or Section 11.4., as a result of such paymentapplicable, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay such amounts to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any reasonable expenses that which may be incurred by such Lender in obtaining or preserving such excess paymentbenefit) pro rata in accordance with their respective Pro Rata Shares Section 3.2. or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans the Term Loan owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If If, except as otherwise expressly provided herein, any Lender (including Agent) shall shall, by exercising any right of setoff or counterclaim or otherwise, obtain from any Borrower or Guarantor payment in respect of any principal of or interest on any Loan owing to it of its Term Loans or participations resulting in such Lender receiving payment of any other amount under this Agreement or any a greater proportion of the other Financing Agreements through the exercise aggregate amount of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Term Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender and participations and accrued interest thereon than the percentage thereof proportion received by any other similarly situated Lender, it then the Lender receiving such greater proportion shall promptly pay purchase (for cash at face value) participations in the Term Loans of other Lenders to Agent, for the extent necessary so that the benefit of Lenders, the amount of all such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as payments shall be equitable, to the end that shared by all such Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) ratably in accordance with their respective Pro Rata Shares Shares; provided that (i) if any such participations are purchased and all or as otherwise agreed by Lenders. To any portion of the payment giving rise thereto is recovered, such end all Lenders participations shall make appropriate adjustments among themselves be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the resale Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation sold in any of its Term Loans to any assignee or otherwise) participant, other than to the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such payment is rescinded or must otherwise be restoredLender were a direct creditor of such Borrower in the amount of such participation. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans Term Loan or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders Secured Parties and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, thatthat , such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each The Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such the Borrower or Guarantor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Lender’s Loans owed to such Lender or any other amount payable to such Lender hereunderunder this Agreement, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Borrower), in which case it shall promptly notify Administrative the Borrower and the Agent thereofof such action; provided, that, that such Lender’s failure to give such notice shall not affect the validity thereofof such action. (b) If any Lender (including Agent) shall obtain from any the Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement held by it or any of the other Financing Agreements Document or through the exercise of any right of setoffset-off, banker’s lien or counterclaim or similar right or otherwise (other than from the Agent as provided hereinin this Agreement), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans or more than its share of such other amounts then due hereunder or thereunder by any the Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or such in interest due thereonon such Loans or other amounts, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to with the end effect that all the Lenders shall share the benefit of such excess payment (net of any expenses that which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided, that if at the time of such payment the outstanding principal amount of the Loans shall not be held by the Lenders, pro rata in accordance with their respective Pro Rata Shares Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the last paragraph of Section 11.04), then such purchases of participations or direct interests shall be made in such manner as otherwise agreed will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders, pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each The Borrower and Guarantor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s lienliens, counterclaim counterclaims or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein in this Agreement shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantorthe Borrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower Agent and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s 's lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each The Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s bankers' lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (option, upon the occurrence and during the continuance of an Event of Default but subject, as among Agent and Lenders, subject to the provisions of Section 12.3(b) hereof)Agent's prior written consent, to offset balances held by it for the account of such the Borrower or Guarantor at any of its such Lender's offices, in dollars Dollars or in any other currency, against any principal of of, or interest on on, any of such Lender's Loans owed to such Lender hereunder (or any other amount payable Obligations owing to such Lender hereunder, that ) which is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Borrower), in which case it such Lender shall promptly notify Administrative Borrower the Borrower, all other Lenders and the Agent thereof; provided, thathowever, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) of such offset. If any a Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of of, or interest on, any Loan under this Agreement, or shall obtain payment on any Loan other Obligation owing to it by the Borrower or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Party through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (or through voluntary prepayments directly to a Lender or other than from Agent as provided herein), and, as payments made by the Borrower or any other Loan Party to a result Lender not in accordance with the terms of this Agreement and such payment, pursuant to the immediately preceding Section, should be distributed to the Lenders in accordance with their Pro Rata Shares, such Lender shall have received more than its Pro Rata Share of promptly purchase from the principal of other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or more than its share of such other amounts then due hereunder or thereunder made by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing Obligations owed to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that which may be incurred by such Lender in obtaining or preserving such excess paymentbenefit) in accordance with their respective Pro Rata Shares or as otherwise agreed by LendersShares. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each . The Borrower and Guarantor agrees that any Lender so purchasing a participation (or direct interest) as provided in this Section the Loans or other Obligations owed to such other Lenders may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) . Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimBorrower.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such Borrower or Guarantor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Lender's Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances deposit or other indebtedness are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative such Borrower and the Administrative Agent thereof; provided, that, provided that such Lender’s 's failure to give such -------- notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan of any Class owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of such Class or more than its share of such other amounts then due hereunder or thereunder by any such Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class or as otherwise agreed by such other amounts, respectively, owing to each of the Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.Credit Agreement ----------------

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim a Lender or an Agent or any Lender may otherwise have, each Lender and each Agent shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower or Guarantor at any of its such Lender's (or an Agent's) offices, in dollars Dollars or in any other currency, against any principal of of, or interest on on, any of such Lender's Loans owed to such Borrower hereunder (or other Obligations of such Borrower owing to such Lender or any other amount payable to such Lender an Agent hereunder, that ) which is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it such Lender shall promptly notify Administrative Borrower the Company, all other Lenders and the each Agent thereof; provided, thathowever, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) of such offset. If any a Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of of, or interest on, any Loan made by it to a Borrower under this Agreement, or shall obtain payment on any Loan other Obligation owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements by a Borrower through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (or through voluntary prepayments directly to a Lender or other than from Agent as provided herein), andpayments made by a Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2 or Section 10.4, as a result of such paymentapplicable, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay such amounts to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any reasonable expenses that which may be incurred by such Lender in obtaining or preserving such excess paymentbenefit) pro rata in accordance with their respective Pro Rata Shares Section 3.2 or as otherwise agreed by LendersSection 10.4. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) . Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimBorrowers.

Sharing of Payments, Etc. (a) Each Borrower and each Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim any Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent Agents and Lenders, to the provisions of Section 12.3(b6.9(b) hereof), to offset balances held by it for the account of such Borrower or such Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or such Guarantor), in which case it shall promptly notify Administrative Borrower and Administrative and Collateral Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Administrative and Collateral Agent) shall obtain from any Borrower or any Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Agreement through the exercise (in accordance with the terms hereof) of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Administrative and Collateral Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or any Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Administrative and Collateral Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and each Guarantor agrees that any Lender so purchasing a participation pursuant to subsection (b) above (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or any Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each The Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such the Borrower or Guarantor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Lender’s Loans owed to such Lender or any other amount payable to such Lender hereunderunder this Agreement, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Borrower), in which case it shall promptly notify Administrative the Borrower and the Administrative Agent thereofof such action; provided, that, that such Lender’s failure to give such notice shall not affect the validity thereofof such action. (b) If any Lender (including Agent) shall obtain from any the Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the Note held by it or any other Financing Agreements Document or through the exercise of any right of setoffset-off, banker’s lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided hereinin this Agreement), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans or more than its share of such other amounts then due hereunder or thereunder by any the Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or such in interest due thereonon such Loans or other amounts, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to with the end effect that all the Lenders shall share the benefit of such excess payment (net of any expenses that which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided, that if at the time of such payment the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Pro Rata Shares Loan Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the last paragraph of Section 11.04), then such purchases of participations or direct interests shall be made in such manner as otherwise agreed will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by Lendersthe Lenders pro rata according to the amounts of such Loan Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each The Borrower and Guarantor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s lienliens, counterclaim counterclaims or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein in this Agreement shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantorthe Borrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; providedPROVIDED, thatTHAT, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s 's lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor Loan Party agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b13.4(b) and Section 6.10(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor Loan Party at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorLoan Party), in which case it shall promptly notify the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including AgentAgent or any Applicable Designee) shall obtain from any Borrower or Guarantor Loan Party payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Documents through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor Loan Party to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor Loan Party agrees that any Lender purchasing a participation (or direct interest) as provided in this Section 6.10 may exercise, in a manner consistent with this SectionSection 6.10, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorLoan Party. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 6.10 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section 6.10 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees Borrowers agree that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such any Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower Borrowers and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor Borrowers to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees Borrowers agree that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s 's lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor each Guarantor, jointly and severally agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or any Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (after the expiration of any particular grace period and regardless of whether such balances are then due to such Borrower or any Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and each Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor The Company agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower or Guarantor the Company at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Company), in which case it shall promptly notify the Company and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Basic Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of such Class or more than its share Letter of Credit Liabilities or such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if 24184999 and to the extent specified by such Lender, direct interests in) the Loans of such Class or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Loans of such Class or Letter of Credit Liabilities or such other amounts, respectively, owing to each of the Lenders, provided that if at the time of such payment the outstanding principal amount of the Loans of any Class shall not be held by the Lenders pro rata in accordance with their respective Pro Rata Shares or Commitments of such Class in effect at the time such Loans were made, then such purchases of participations and/or direct interests shall be made in such manner as otherwise agreed will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by Lendersthe Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b6.3(b) hereof), to offset balances held by it for the account of such the Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans with respect to the Loan owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Borrower), in which case it shall promptly notify Administrative the Borrower and Agent thereof; provided, provided that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any the Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Documents through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans Loan or more than its share of such other amounts then due hereunder or thereunder by any the Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of the other Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans Loan or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of a participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each The Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans the Loan or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than the amount of its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received hereunder or therunder by any other LenderBorrower, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees Borrowers agree that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim any Administrative Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Administrative Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such any Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantora Borrower), in which case it shall promptly notify Borrower Agent and Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Administrative Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Agreement through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Administrative Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Administrative Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans the Loan owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any the Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans Loan or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans portion of the Loan or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans the Loan or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s 's lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. CREDIT AGREEMENT (a) Each Borrower and Guarantor The Company agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower or Guarantor the Company at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Company), in which case it shall promptly notify the Company and the Administrative Borrower and Agent thereof; provided, that, PROVIDED that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor the Company payment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Basic Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of such Class or more than its share Letter of Credit Liabilities or such other amounts then due hereunder or thereunder by any Borrower or Guarantor the Company to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class or as otherwise agreed by LendersLetter of Credit Liabilities or such other amounts, respectively, owing to each of the Lender. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantorthe Company. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.. CREDIT AGREEMENT

Sharing of Payments, Etc. (a) Each Borrower and Guarantor Obligor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such Borrower or Guarantor Obligor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are deposit or other indebtedness is then due to such Borrower or GuarantorObligor), in which case it shall promptly notify such Obligor and the Administrative Borrower and Agent thereof; provided, that, provided that such -------- Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of any Class or more than its share Letter of such Credit Liabilities or any other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans or as otherwise agreed by Letter of Credit Liabilities or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor Obligor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each The Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim a Lender or the Administrative Agent or any Lender may otherwise have, each Lender and the Administrative Agent shall be entitled, upon the occurrence and during the continuation of a Default or an Event of Default, at its option (but subject, as among Agent and Lenders, to in the provisions case of Section 12.3(b) hereof)any Lender only with the prior written consent of the Administrative Agent, to offset balances held by it for the account of such the Borrower or Guarantor at any of its such Lender's (or the Administrative Agent's) offices, in dollars Dollars or in any other currency, against any principal of of, or interest on on, any Loans owed of such Lender's portion of the Loan hereunder (or other Obligations owing to such Lender or any other amount payable to such Lender the Administrative Agent hereunder, that ) which is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Borrower), in which case it such Lender shall promptly notify the Borrower, all other Lenders and the Administrative Borrower and Agent thereof; provided, thathowever, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) of such offset. If any a Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of of, or interest on, the portion of the Loan made by it to the Borrower under this Agreement, or shall obtain payment on any Loan other Obligation owing to it or payment of any other amount under this Agreement or any of by the other Financing Agreements Borrower through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as or through voluntary prepayments directly to a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.payments

Sharing of Payments, Etc. (a) Each The Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim a Lender, the Issuing Bank or the Administrative Agent or any Lender may otherwise have, each Lender Lender, the Issuing Bank and the Administrative Agent shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such the Borrower or Guarantor at any of its such Lender's (or the Issuing Bank's or the Administrative Agent's) offices, in dollars Dollars or in any other currency, against any principal of of, or interest on on, any of such Lender's Loans owed hereunder (or other Obligations owing to such Lender Lender, the Issuing Bank or any other amount payable to such Lender the Administrative Agent hereunder, that ) which is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Borrower), in which case it such Lender, the Issuing Bank or the Administrative Agent (as the case may be) shall promptly notify the Borrower, all other Lenders and the Administrative Borrower and Agent thereof; provided, thathowever, the failure of such Lender’s failure , the Issuing Bank or the Administrative Agent (as the case may be) to give such notice shall not affect the validity thereof. (b) of such offset. If any a Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of of, or interest on, any Loan made by it to the Borrower under this Agreement, or shall obtain payment on any other Obligation owing by the Borrower or a Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Party through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (or through voluntary prepayments directly to a Lender or other than from Agent as provided herein), and, as payments made by the Borrower to a result Lender not in accordance with the terms of this Agreement and such payment, pursuant to Section 5.12., should be distributed to the Lenders pro rata in accordance with their respective Credit Percentages, such Lender shall have received more than its Pro Rata Share of promptly purchase from the principal of other Lenders participations in (or, if and to the Loans or more than its share of extent specified by such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for direct interests in) the benefit of Lenders, Syndicate Loans made by the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing Obligations owed to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any reasonable expenses that which may be incurred by such Lender in obtaining or preserving such excess paymentbenefit) pro rata in accordance with their respective Pro Rata Shares or as otherwise agreed by LendersCredit Percentages. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each . The Borrower and Guarantor agrees that any Lender so purchasing a participation (or direct interest) as provided in this Section the Syndicate Loans or other Obligations owed to such other Lenders made by other Lenders may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) . Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimBorrower.

Sharing of Payments, Etc. (a) Each Borrower The Company and each Subsidiary Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any a Lender and its Affiliates may otherwise have, each Lender and its Affiliates shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it (including any deposits, whether general or special, time or demand, or provisional or final, and including certificates of deposit) for the account of the Company or any Subsidiary Guarantor, or other Indebtedness of such Borrower Lender held by the Company or Guarantor any Subsidiary Guarantor, at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed of such Lender's Loans, to such Lender the extent due and payable, or any other amount then due and payable to such Lender hereunder, that is not paid when due hereunder (regardless of whether such balances are then due to the Company or such Borrower or Subsidiary Guarantor), in which case it shall promptly notify the Company and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Basic Document through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans or as otherwise agreed by such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s 's lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim. (e) In the event that at any time after the date hereof a Lender shall also be acting as Servicer pursuant to the terms hereof, nothing contained herein shall be construed to require such Lender to share with any other Lender any fees received by such Lender in its capacity as Servicer hereunder from any Transaction Party. In addition, nothing contained herein shall be construed to require that a Lender who has purchased any accounts receivable owing by WestPoint to a third party share any payments received by such Lender in respect of such accounts receivable with any other Lender pursuant to the terms of this Section 6.10.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor Obligor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such Borrower or Guarantor Obligor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Lender's Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances deposit or other indebtedness are then due to such Borrower or GuarantorObligor), in which case it shall promptly notify such Obligor and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Basic Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders, provided that if at the time of such payment the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Pro Rata Shares Commitments in effect at the time such Loans were made (whether by reason of a failure of a Lender to make a Loan hereunder or otherwise), then such purchases of participations and/or direct interests shall be made in such manner as otherwise agreed will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by Lendersthe Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored.. Credit Agreement (c) Each Borrower and Guarantor Obligor agrees that that, to the extent permitted by law, any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantorof the Obligors. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor The Company agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower or Guarantor the Company at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Company), in which case it shall promptly notify Administrative Borrower the Company and the Agent thereof; provided, that, PROVIDED that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s Lender's lien or counterclaim or similar right or otherwise (other than from the Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of such Class or more than its share Letter of Credit Liabilities or such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class or as otherwise agreed by Letter of Credit Liabilities or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a1) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim any Agent or any Lender may otherwise have, each Lender shall be entitled, at its option when an Event of Default has occurred and is existing hereof (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof12.3(2)), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) . If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c2) Each Borrower and Guarantor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d3) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and between Lenders, to the provisions of the last sentence of Section 12.3(b) hereof1.1(f)), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to made by such Lender or any other amount payable to such Lender hereunder, that in each of the foregoing events is not paid when due beyond any applicable grace period (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, thathowever, that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the Note held by it or any other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale unpaid principal of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of and/or interest on the Loans or such other amounts (as the case may be) amounts, respectively, owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantoreach Lender. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Amounts received by Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this paragraph shall be treated as a payment received from Borrower under Section to share in the benefits of any recovery on such secured claim1.

Sharing of Payments, Etc. (a) Each The Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set-off and apply any deposit (general or special, time or demand, provisional or final), or other Debt, held by it for the credit or account of such the Borrower or Guarantor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Lender's Loans owed to such Lender or any other amount payable to such Lender hereunderunder this Agreement or any other Credit Document, that is not paid when due in accordance with the terms of this Agreement (regardless of whether such balances deposit or other Debt are then due to such Borrower or Guarantorthe Borrower), in which case it shall promptly notify Administrative the Borrower and the Administrative Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any the Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Credit Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans Tranche A Loan, the Tranche B Loan or more than its share of the Tranche C Loan, as the case may be, or such other amounts then due hereunder or thereunder by any the Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the Loans extent specified by such Lender, direct interests in) the Tranche A Loan, the Tranche B Loan or the Tranche C Loan, as the case may be, or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by LendersShares. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each The Borrower and Guarantor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein in this Section 4.07 shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness Debt or obligation of any Borrower or Guarantorthe Borrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent, Collateral Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor Loan Party agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor Loan Party at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorLoan Party), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Loan Party payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor Loan Party to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor Loan Party agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorLoan Party. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent only when an Event of Default has occurred and Lenders, to the provisions of Section 12.3(b) hereofremains continuing), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any of such Lender's Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and the Administrative Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor any of its Subsidiaries payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share Commitment Percentage of the principal of or interest on the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lenderits Subsidiaries, it shall promptly pay to Agent, for notify the benefit of Lenders, the amount Administrative Agent of such excess payment and simultaneously promptly purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other the Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided, that if at the time of such payment the outstanding principal amount of the Loans shall not be held by the Lenders in accordance with their respective Pro Rata Shares or Commitment Percentages in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the last paragraph of Section 12.8 hereof), then such purchases of participations and/or direct interests shall be made in such manner as otherwise agreed will result, as nearly as is practicable in the judgment of the Administrative Agent, in the outstanding principal amount of the Loans being held by Lendersthe Lenders according to each Lender's Commitment Percentage. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.among

Sharing of Payments, Etc. (a) Each Borrower and Guarantor Obligor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such Borrower or Guarantor Obligor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances deposit or other indebtedness are then due to such Borrower or GuarantorObligor), in which case it shall promptly notify such Obligor and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or in respect of its interest in any Swingline Loan or payment of any other amount under this Agreement or any of the other Financing Agreements Credit Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of such Class or more than Letter of Credit Liabilities or in respect of its share of interest in any Swingline Loan or such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class, interest in the Swingline Loans or as otherwise agreed by Letter of Credit Liabilities or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor Obligor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, Credit Agreement exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor The Company agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and with the prior written consent of the Majority Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor the Company at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Company), in which case it shall promptly notify Administrative Borrower the Company and the Agent thereof; provided, that, PROVIDED that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s Lender's lien or counterclaim or similar right or otherwise (other than from the Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal CREDIT AGREEMENT of or interest on the Loans of such Class or more than its share Letter of Credit Liabilities or such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class or as otherwise agreed by Letter of Credit Liabilities or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Revolving Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Revolving Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Revolving Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Revolving Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Revolving Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders Secured Parties and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Administrative Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Administrative Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Lead Borrower and Administrative Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Administrative Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Administrative Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Administrative Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor The Company agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower or Guarantor the Company at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Lender's Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Company), in which case it shall promptly notify Administrative Borrower the Company and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof.Agent (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Basic Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans or as otherwise agreed by such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders the Lender entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. Credit Agreement ---------------- (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such Borrower or Guarantor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Lender's Loans owed to such Lender Borrower or any other amount payable by such Borrower to such Lender hereunder, that is not paid when due (regardless of whether such balances are deposit or other indebtedness is then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative such Borrower and the Administrative Agent thereof; provided, that, provided -------- that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any a Borrower or Guarantor payment of any principal of or interest on any Syndicated Loan under any Tranche owing to it such Lender or payment of any other amount owing under this Agreement or any (other than in respect of the other Financing Agreements Money Market Loans) through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Syndicated Loans of such Tranche or more than its share of such other amounts then in respect of such Tranche due hereunder or thereunder by any from such Borrower or Guarantor to such Lender than the percentage thereof received by any other LenderLender under such Tranche, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Tranche or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders under such Tranche shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Tranche or as otherwise agreed by Lenderssuch other amounts, respectively, owing to each of the Lenders under such Tranche. To such end all the Lenders under such Tranche shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each The Borrower and Guarantor obligated in respect of such Loans or other amounts agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantora Borrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.Credit Agreement ---------------- -48-

Sharing of Payments, Etc. (a) Each Borrower and Guarantor The Company agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower or Guarantor the Company at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Company), in which case it shall promptly notify the Company and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor the Company payment of any principal of or interest on any Loan or Letter of Credit Liability of any Class owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Basic Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans or more than its share Letter of Credit Liabilities of such Class or such other amounts then due hereunder or thereunder by any Borrower or Guarantor the Company to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or Letter of Credit Liabilities of such Class or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans or as otherwise agreed by LendersLetter of Credit Liabilities of such Class or such other amounts, respectively, owing to each of the Lender. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantorthe Company. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor The Company agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any Lender a Bank may otherwise have, each Lender Bank shall be entitled, at its option (but subject, as among Agent and Lendersbetween the Banks, to the provisions of the last sentence of Section 12.3(b) 2.09 hereof), to offset balances held by it for the account of such Borrower or Guarantor the Company at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Bank's Loans, Reimbursement Obligations or any other amount payable to such Lender Bank hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Company), in which case it shall promptly notify the Company and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s Bank's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) Bank shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the Note held by it or any other Financing Agreements Basic Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender Bank shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of such Class or more than its share Letter of Credit Liabilities or such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender Bank than the percentage thereof received by any other LenderBank, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation Banks participations in (or, if and to the extent specified by such Bank, direct interests in) the Loans of such Class or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders Banks (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders the Banks shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender Bank in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class or as otherwise agreed by LendersLetter of Credit Liabilities or such other amounts, respectively, owing to each of the Banks. To such end all Lenders the Banks shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender Bank so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender Bank were a direct holder of Loans or other amounts (as the case may be) owing to such Lender Bank in the amount of such participation. (d) Nothing contained herein shall require any Lender Bank to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender Bank to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender Bank receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender Bank shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders the Banks entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor Obligor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such Borrower or Guarantor Obligor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Xxxx- bursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are deposit or other indebtedness is then due to such Borrower or GuarantorObligor), in which case it shall promptly notify such Obligor and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity va- lidity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment Obligor pay- ment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater per- centage of the principal of or interest on the Loans of such Class or more than its share Letter of Credit Liabilities or such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct in- terests in) the Loans of such Class or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses ex- penses that may be incurred by such Lender in obtaining or preserving pre- serving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class or as otherwise agreed by Letter of Credit Credit Agreement Liabilities or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participationpar- ticipation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation obli- gation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Agreement through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of or interest on the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or Shares. Amounts received by Agent under this Section 9.3 shall be treated as otherwise agreed by Lenderspayments received from Borrower under Section 9.2 hereof. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this SectionSection 9.3, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 9.3 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section 9.3 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Revolving Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Revolving Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Revolving Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Revolving Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Revolving Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor of the Obligors agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s lien or counterclaim Agent or any Lender a Bank may otherwise have, each Lender Bank shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower or Guarantor Obligor at any of its offices, in dollars US Dollars or in any other currency, currency against any principal of or interest on any Loans owed to of such Lender Bank’s Loans, Reimbursement Obligations or any other amount payable to such Lender Bank hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorObligor), in which case it shall promptly notify such Obligor (through the Borrower) and the Administrative Borrower and Agent thereof; provided, that, provided that such LenderBank’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) Bank shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender Bank shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans Loans, Letter of Credit Liabilities or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender Bank than the percentage thereof received by any other LenderBank, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation Banks participations in (or, if and to the Loans extent specified by such Bank, direct interests in) the Loans, Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders Banks (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders the Banks shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender Bank in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Loans, Letter of Credit Liabilities or such other amounts, respectively, owing to each of the Banks, provided that if at the time of such payment the outstanding principal amount of the Loans shall not be held by the Banks pro rata in accordance with their respective Pro Rata Shares Commitments in effect at the time such Loans were made (whether by reason of a failure of a Bank to make a Loan hereunder in the circumstances described in the second paragraph of Section 12.04 hereof or otherwise), then such purchases of participations and/or direct interests shall be made in such manner as otherwise agreed shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by Lendersthe Banks pro rata according to the amounts of such Commitments. To such end all Lenders the Banks shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees The Obligors agree that any Lender Bank so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender Bank were a direct holder of Loans or other amounts (as the case may be) owing to such Lender Bank in the amount of such participation. (d) Nothing contained herein shall require any Lender Bank to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender Bank to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender Bank receives a secured claim in lieu of a setoff set-off to which this Section 4.08 applies, such Lender Bank shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders the Banks entitled under this Section 4.08 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim any Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b6.9(b) hereof), to offset balances held by it for the account of such any Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorany Borrower), in which case it shall promptly notify Administrative Borrower Agent and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) Agent and Lenders agree that no Lender shall, except upon the prior written consent of Agent, exercise any right of setoff, banker's lien or counterclaim such Lender may have with respect to any property held by such Lender for the account of any Borrower. If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Agreement through the exercise (in accordance with the terms hereof) of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any such Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender so purchasing a participation pursuant to subsection (b) above (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor Obligor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such Borrower or Guarantor Obligor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances deposit or other indebtedness are then due to such Borrower or GuarantorObligor), in which case it shall promptly notify Administrative Borrower such Obligor and the Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or in respect of its interest in any Swingline Loan or payment of any other amount under this Agreement or any of the other Financing Agreements Basic Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of such Class or more than Letter of Credit Liabilities or in respect of its share of interest in any Swingline Loan or such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class, interest in the Swingline Loans or as otherwise agreed by Letter of Credit Liabilities or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor Obligor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars US Dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section 6.9(b) may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees Borrowers agree that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor Borrowers at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower Borrowers' Agent and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not -------- ---- affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor Borrowers to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees Borrowers agree that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor Obligor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such Borrower or Guarantor Obligor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are deposit or other indebtedness is then due to such Borrower or GuarantorObligor), in which case it shall promptly notify such Obligor and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of any Class or more than its share Letter of such Credit Liabilities or any other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans or as otherwise agreed by Letter of Credit Liabilities or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by Credit Agreement the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor Obligor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim any Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b6.9(b) hereof), to offset balances held by it for the account of such any Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower Borrowers and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof. (b) Agent and Lenders agree that no Lender shall, except upon the prior written consent of Agent, exercise any right of setoff, banker’s lien or counterclaim such Lender may have with respect to any property held by such Lender for the account of any Borrower. If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Agreement through the exercise (in accordance with the terms hereof) of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any such Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender so purchasing a participation pursuant to subsection (b) above (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each The Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim a Lender or the Agent or any Lender may otherwise have, each Lender and the Agent shall be entitledentitled during the continuance of an Event of Default, at its option (but subjectoption, as among Agent and Lenders, in the case of any Lender subject to receipt of the provisions of Section 12.3(b) hereof)Agent's prior written consent, to offset balances held by it for the account of such the Borrower or Guarantor at any of its such Lender's (or the Agent's) offices, in dollars Dollars or in any other currency, against any principal of of, or interest on on, any of such Lender's Loans owed hereunder (or other Obligations owing to such Lender or any other amount payable to such Lender the Agent hereunder, that ) which is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Borrower), in which case it such Lender shall promptly notify Administrative Borrower the Borrower, all other Lenders and the Agent thereof; provided, thathowever, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) of such offset. If any the Agent shall not respond to a Lender's written request that the Agent consent to such Lender (including exercising a right of setoff subject to this Section within 10 Business Days of the Agent) 's receipt of such request, then the Agent shall be deemed to have consented to such request. If a Lender shall obtain from any Borrower or Guarantor payment of any principal of of, or interest on, any Loan made by it to the Borrower under this Agreement, or shall obtain payment on any Loan other Obligation owing to it by the Borrower or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Party through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (or through voluntary prepayments directly to a Lender or other than from Agent as provided herein), andpayments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2. or Section 11.4., as a result of such paymentapplicable, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay such amounts to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any reasonable expenses that which may be incurred by such Lender in obtaining or preserving such excess paymentbenefit) pro rata in accordance with their respective Pro Rata Shares Section 3.2. or as otherwise agreed by LendersSection 11.4. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) . Nothing contained herein shall require any Lender or the Agent to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender or the Agent to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any the Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claimLoan Party.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor The Company agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s bankers' lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitledentitled (after consultation with the Administrative Agent), at its option (but subjectoption, as among Agent and Lenders, to during the provisions existence of Section 12.3(b) hereof)an Event of Default, to offset balances held by it for the account of such Borrower or Guarantor the Company at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Lender's Loans owed to such Lender or any other amount payable to such Lender hereunder, that hereunder or under any other Loan Document which is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Company), in which case it such Lender shall promptly notify the Company and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing made by it to it the Company under this Agreement or payment of any other amount reimbursement obligation under this a Letter of Credit Agreement or any of the other Financing Agreements through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein)otherwise, and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of the Loans or more than its share of such other amounts interest or reimbursement obligation then due hereunder or thereunder under the respective Letter of Credit Agreement, as the case may be, by any Borrower or Guarantor the Company to such Lender than the percentage thereof received by any other LenderLenders, it such Lender shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to made by such other Lenders (or such in interest due thereon, as the case may be) or reimbursement obligations under the Letter of Credit Agreements in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal and/or interest on the Loans held by each of the Lenders or as otherwise agreed by pro rata in accordance with the unpaid reimbursement obligation owed to each of the Lenders. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor . The Company agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as provided the case may be) or in this Section the reimbursement obligations owed to the other Lenders may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (reimbursement obligations, as the case may be) owing to such Lender , in the amount of such participation. (d) . Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantorthe Company. If, If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share in the benefits of any recovery on such secured claim. (c) Without limitation of the last sentence of Section 4.02, if an Event of Default has occurred and is continuing and the Notes have been declared to be immediately due and payable, the Administrative Agent shall distribute funds received pro rata among the Lenders in accordance with the respective unpaid principal amounts of the Loans (whether Conventional Loans or Bid Rate Loans) held by the Lenders.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor The Company agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower or Guarantor the Company at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantorthe Company), in which case it shall promptly notify the Company and the Administrative Borrower and Agent thereof; provided, that, PROVIDED that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower Obligor or Guarantor the Lessor payment of any principal of or interest on any Loan of either Class or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Basic Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of such Class, Letter of Credit Liabilities or more than its share of such other amounts then due hereunder or thereunder by any Borrower such Obligor or Guarantor the Lessor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class, Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class, Letter of Credit Liabilities or as otherwise agreed by such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor The Company agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section SECTION 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section SECTION 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereoffullest extent permitted by law), to offset balances set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it for the credit or account of such Borrower or Guarantor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any Loans owed to of such Lender Lender's Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances deposit or other indebtedness are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative such Borrower and the Administrative Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not -------- affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan of any Class or Letter of Credit Liability owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Loan Document through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans of such Class or more than its share Letter of Credit Liabilities or such other amounts then due hereunder or thereunder by any such Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans of such Class or as otherwise agreed by Letter of Credit Liabilities or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or Guarantorthe Borrowers. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s =s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exerciseexercise with Agent's prior written consent, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s 's lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and each Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s 's lien or counterclaim Agent or any Lender may otherwise have, each Lender 38 44 shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such Borrower or such Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or such Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or any Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or any Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and each Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor Obligor agrees that, in addition to (and without limitation of) any right of setoffset-off, banker’s 's lien or counterclaim Agent or any a Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof)option, to offset balances held by it for the account of such Borrower or Guarantor Obligor at any of its offices, in dollars Dollars or in any other currency, against any principal of or interest on any of such Lender's Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or GuarantorObligor), in which case it shall promptly notify such Obligor and the Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice shall not affect the validity thereof. (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor Obligor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements Basic Document through the exercise of any right of setoffset- off, banker’s 's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share a greater percentage of the principal of or interest on the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor such Obligor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or such in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares the unpaid principal of and/or interest on the Loans or as otherwise agreed by such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (c) Each Borrower and Guarantor agrees that any Lender so purchasing such a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, exercise all rights of setoffset-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (d) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorObligor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders the Lender entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) Each Borrower and Guarantor agrees that, in addition to (and ------------------------ without limitation of) any right of setoffset-off, banker’s bankers' lien or counterclaim Agent or any a Lender may might otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent upon the occurrence and Lenders, to during the provisions continuance of Section 12.3(b) hereof)an Event of Default, to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any of such Lender's Loans owed to such Lender or any other amount payable to such Lender hereunder, that which is not paid when due subject to any applicable grace periods (regardless of whether such balances are then due to such Borrower or GuarantorBorrower), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, provided that such Lender’s 's failure to give such notice notify shall not affect the validity thereof. (ba) If any Lender (including Agenti) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing made by it to it or payment of any other amount Borrower under this Agreement or any of the other Financing Agreements through the exercise of any right of setoffset-off, banker’s 's lien or counterclaim or similar right or otherwise (other than from Agent as provided herein)otherwise, whether or not under Section 2.6 above, and, as a result of such ----------- payment, such Lender shall have received more a greater percentage of the Obligations with respect to the Loans then due hereunder by Borrower to such Lender than the percentage of the Obligations received by the other Lender, or (ii) such Lender's percentage of the outstanding Obligations relating to Loans is less than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other LenderObligations, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation Lender participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or made by such other amounts, respectively, owing Lender (or in interest due thereon or other Obligations with respect to the Loans due to such other Lenders (or such interest due thereonLender, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that (x) each Lender shall have made advances of Obligations relating to Loans according to its Pro Rata Share of its Commitment of such Obligations, and (y) all of Lenders shall share the benefit of such excess payment (net of any expenses that expense which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with their respective Pro Rata Shares or as otherwise agreed by the unpaid Obligations with respect to the Loans due to each of Lenders. To such end all All Lenders shall accordingly make appropriate adjustments among themselves (by the resale of participation participations sold or otherwise) if such payment is rescinded or must otherwise be restored. (cb) Each Borrower and Guarantor agrees that any Lender so purchasing a participation (or direct interest) in the Obligations with respect to the Loans due to the other Lender (or in interest due thereon, as provided in this Section the case may exercise, in a manner consistent with this Section, be) may exercise all rights of setoffset-off, banker’s bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation. (dc) Nothing contained herein shall require any Lender to exercise any such right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness indebtedness or obligation of any Borrower or GuarantorBorrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff payment or set-off to which this Section 2.6 applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, ----------- exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section 2.6 to share in the benefits ----------- of any recovery on such secured claim.