Common use of Set-Off Clause in Contracts

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, Lender and its Affiliates each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to any Borrower, any Guarantor the Borrower or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, (in whatever currency) against and on account of the Obligations obligations and liabilities of the Borrower to such Borrower Lender arising hereunder or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of DefaultDefault exists, each Lender, member of the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by each the Borrower and each Guarantor Parties at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other indebtedness Funded Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of such any Borrower or such Guarantor, whether or not maturedParty, against and on account of the Obligations obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement, any Revolving Loan DocumentsNotes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 and although said obligations and liabilities, or any of them, may shall be contingent unmatured. Any sums obtained by any member of the Lender Group or unmaturedby any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default, each LenderDefault and during the continuance thereof, the L/C Issuer, each subsequent holder Lenders and any assignee or participant of any Obligation, and each of their respective affiliates, is a Lender in accordance with Section 14.10 are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderthe Lenders, or affiliate, any such assignee or participant to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (b) the principal of or the interest on the Loans and other amounts due hereunder Administrative Agent shall have become declared any or all of the Obligations to be due and payable pursuant to as permitted by Section 9 12.2 and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify the Borrower and the Administrative Agent after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Company at any time or from time to time, without notice to any Borrower, any Guarantor Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Company and each other Loan Party against and on account of the Obligations of such Borrower Company or such Guarantor any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under the Letters of Credit and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Company at any time or from time to time, without notice to any Borrower, any Guarantor Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Company and each of its Subsidiaries against and on account of the Obligations of such Borrower Company or such Guarantor any of its Subsidiaries to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under the Letters of Credit and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default (as defined in either of the Agreements), Guarantor agrees that each Beneficiary shall have a lien for all the liabilities of the Guarantor upon all deposits or deposit accounts, of any kind (other than deposits identified as being held for third parties), or any interest in any deposits or deposit accounts thereof, now or hereafter pledged, mortgaged, transferred or assigned to such Beneficiary or otherwise in the possession or control of such Beneficiary (other than for safekeeping) for any purpose for the account or benefit of the Guarantor and including any balance of any deposit account or of any credit of the Guarantor with such Beneficiary, whether now existing or hereafter established, hereby authorizing each Beneficiary at any time or times, upon the occurrence and during the continuance of an Event of Default, each Lender, with or without prior notice (but with notice with reasonable promptness after such set-off) to apply such balances or any part thereof to such of the L/C Issuer, each subsequent holder liabilities of any Obligationthe Guarantor to such Beneficiary then past due and in such amounts as they may elect, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not maturedthe collateral or the responsibility of other Persons primarily, against secondarily or otherwise liable may be deemed adequate. For the purposes of this Section 18, all remittances and on account of property shall be deemed to be in the Obligations possession of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under Beneficiary as soon as the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, same may be contingent put in transit to it by mail or unmaturedcarrier or by other bailee.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, Lender (which term shall for the L/C Issuer, each subsequent holder purposes of any Obligation, and each of their respective affiliates, this Section 10.04 include the Issuing Bank) is hereby authorized by each Borrower and each Guarantor Loan Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Loan Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waivedwaived to the fullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (time or demand, provisional or final, general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Loan Party against and on account of the Obligations obligations and liabilities of any Loan Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default, each LenderDefault and during the continuance thereof, the L/C Issuer, each subsequent holder Lenders and any assignee or participant of any Obligation, and each of their respective affiliates, is a Lender in accordance with Section 12.10 are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderthe Lenders, or affiliate, any such assignee or participant to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (b) the principal of or the interest on the Loans and other amounts due hereunder Administrative Agent shall have become declared any or all of the Obligations to be due and payable pursuant to as permitted by Section 9 10.2 and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify the Borrower and the Administrative Agent after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. (a) (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of such Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations obligations and liabilities of such Borrower or such Guarantor to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents Applicable Law or applicable law otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender (and each of their respective affiliates, its Affiliates) is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, without presentment, demand, protest or other notice to of any Borrower, any Guarantor or to any other Person, any kind (all of such notice rights being hereby expressly waived), to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsspecific) and any other indebtedness at any time held or owing by that Lendersuch Lender (including, L/C Issuerwithout limitation, subsequent holderbranches, agencies or affiliate, Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against obligations and on account liabilities of the Obligations of such Borrower or such Guarantor to that Lenderthe Lenders hereunder, L/C Issuer, or subsequent holder under the Loans and Notes, under the other Loan Documents, including, but not limited to, all claims of any nature Documents or description arising out of or connected with the Loan Documentsotherwise, irrespective of whether the Agent or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrower hereby agrees that to the extent permitted by law any Person purchasing a participation in the Loans and Commitments hereunder may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder and any such set-off shall reduce the amount owed by the Borrower to the Lender.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Holder is hereby authorized by each Borrower Parent Issuer and each Guarantor the Guarantors at any time or from time to time, without notice to any BorrowerParent Issuer, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, Holder to or for the credit or the account of such Borrower Parent Issuer or such Guarantor, whether or not matured, any Guarantor against and on account of the Obligations obligations and liabilities of such Borrower Parent Issuer or such any Guarantor to that Lender, L/C Issuer, or subsequent holder Holder under this Agreement and the Loan other Note Documents, including, but not limited to, including all claims of any nature or description arising out of or connected connection with the Loan Documentsthis Agreement or any other Note Document, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Holder shall have made any demand hereunder or (bii) the principal Principal Amount of or the interest on the Loans and Notes or any other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured6.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Legal Requirements and not by way of limitation of any such rights, upon during the occurrence continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default, each LenderDefault and during the continuance thereof, the L/C Issuer, each subsequent holder Lenders and any assignee or participant of any Obligation, and each of their respective affiliates, is a Lender in accordance with Section 13.10 are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderthe Lenders, or affiliate, any such assignee or participant to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (b) the principal of or the interest on the Loans and other amounts due hereunder Administrative Agent shall have become declared any or all of the Obligations to be due and payable pursuant to as permitted by Section 9 11.2 and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify the Borrower and the Administrative Agent after any such set-off and application; provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of DefaultDefault exists, each Lender, member of the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by each the Borrower and each Guarantor Parties at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Funded Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of such any Borrower or such Guarantor, whether or not maturedParty, against and on account of the Obligations obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the this Agreement, any Term Loan DocumentsNotes and any other Loan Document, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans Loan, any Term Loan Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be applied to the Obligations in accordance with Section 2.10(b).

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Lender and each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantorthe Borrower, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, of the L/C Issuer, Agents and each subsequent holder of any Obligation, Lender (and each of their respective affiliates, Affiliates) is hereby authorized by each Borrower and each Guarantor the Credit Parties at any time or from time to timetime subject, except in the case of an Event of Default under Section 8.1, 8.6 or 8.7, to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor the Credit Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lendersuch Agent or such Lender (or such Affiliate), L/C Issuerand any of their respective affiliates, subsequent holder, or affiliateas the case may be, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower Agent or such Guarantor to that Lender, L/C Issuer, or subsequent holder Lender under this Agreement and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the this Agreement or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, such Agent or subsequent holder such Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesObligations, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the each L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that such Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations of such Borrower or to such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that such Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said such obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, of the L/C Issuer, Agents and each subsequent holder of any Obligation, Lender (and each of their respective affiliates, Affiliates) is hereby authorized by each Borrower and each Guarantor the Credit Parties at any time or from time to timetime subject, except in the case of an Event of Default under Section 8.1, 8.6 or 8.7, to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor the Credit Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lendersuch Agent or such Lender (or such Affiliate), L/C Issuerand any of their respective affiliates, subsequent holder, or affiliateas the case may be, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower Agent or such Guarantor to that Lender, L/C Issuer, or subsequent holder Lender under this Agreement and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the this Agreement or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, such Agent or subsequent holder such Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilitiesObligations, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultDefault and upon the acceleration of all amounts owing hereunder, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without with notice to any Borrowerthe Borrower simultaneously therewith or promptly thereafter, any Guarantor but without notice, to the Guarantors or to any other Person, any such additional notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such any Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such the Borrower or such any Guarantor to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default the Lender and its Affiliates each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to any Borrower, any Guarantor the Borrower or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, the Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, (in whatever currency) against and on account of the Obligations obligations and liabilities of such the Borrower to the Lender arising hereunder or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Revolving Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of the Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition The BORROWER agrees that, to the fullest extent permitted by law, if any rights now OBLIGATION shall be due and payable (by acceleration or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Defaultotherwise), each LenderSECURED PARTY or PARTICIPANT (and any branch, subsidiary or affiliate thereof) shall have the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to timeright, without notice to the BORROWER, to set off against and to appropriate and apply to such OBLIGATION any Borrowerindebtedness, liability or obligation of any Guarantor nature owing to the BORROWER by such SECURED PARTY, PARTICIPANT (or branch, subsidiary or affiliate thereof), including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the BORROWER with such SECURED PARTY, PARTICIPANT (or branch, subsidiary or affiliate thereof). Such right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether or not any notice or demand has been given to the BORROWER or any other PersonPERSON, whether such indebtedness, obligation or liability owed to the BORROWER is contingent, absolute, matured or unmatured (it being agreed that any such notice being hereby expressly waivedindebtedness, obligation or liability shall be deemed to be then due and payable at the time of such set-off), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available. The rights provided by this Section are in addition to all other rights of set-off and to appropriate and to apply any banker’s LIEN and all deposits (general or specialother rights and remedies which the SECURED PARTIES, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesPARTICIPANT, or any of thembranch, subsidiary or affiliate thereof, may otherwise have under this AGREEMENT, any other CREDIT DOCUMENT, at law or in equity, or otherwise, and nothing in this AGREEMENT or any other CREDIT DOCUMENT shall be contingent deemed a waiver or unmaturedprohibition of or restriction on the rights of set-off or bankers’ LIEN of any such PERSON.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default, each LenderDefault and during the continuance thereof, the L/C Issuer, each subsequent holder Lenders and any assignee or participant of any Obligation, and each of their respective affiliates, is a Lender in accordance with Section 13.10 are hereby ------------- authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderthe Lenders, or affiliate, any such assignee or participant to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder under this Agreement or any of the other Credit Documents or (b) the principal of or the interest on the Loans and other amounts due hereunder Administrative Agent shall have become declared any or all of the Obligations to be due and payable pursuant to as permitted by Section 9 11.02 and ------------- although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify the Borrower and the Administrative Agent after any such set-off and application; provided, that the -------- failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, its Affiliates is hereby authorized by each the Borrower and each Guarantor at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to any Borrower, any Guarantor the Borrower or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, (in whatever currency) against and on account of the Obligations obligations and liabilities of the Borrower to such Borrower Lender arising hereunder or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2.1 or Section 7 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon during the occurrence existence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Post-Petition Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. Each Obligor agrees that Lender and its Affiliates have all rights of set-off and banker’s lien provided by applicable law (provided Lender shall only be entitled to exercise such rights upon the occurrence of an Event of Default). In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, Lender and each subsequent holder of the Loans or any Obligation, and each of their respective affiliates, Liabilities is hereby authorized by each Borrower and each Guarantor the Obligors at any time or from time to time, without notice to any Borrower, any Guarantor the Obligors or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, Lender or that subsequent holder, or affiliate, holder to or for the credit or the account of such Borrower or such Guarantorany Obligor, whether or not matured, against and on account of the Obligations Liabilities of such Borrower or such Guarantor the Obligors to that Lender, L/C Issuer, Lender or that subsequent holder under the Loan DocumentsFinancing Agreements, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsFinancing Agreements, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Note and other amounts due hereunder shall have become due and payable pursuant to Section 9 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default, each LenderDefault and during the continuance thereof, the L/C Issuer, each subsequent holder Lenders and any assignee or participant of any Obligation, and each of their respective affiliates, is a Lender in accordance with SECTION 13.10 are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderthe Lenders, or affiliate, any such assignee or participant to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (b) the principal of or the interest on the Loans and other amounts due hereunder Administrative Agent shall have become declared any or all of the Obligations to be due and payable pursuant to Section 9 as permitted by SECTION 11.2 and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify the Borrower and the Administrative Agent after any such set-off and application; PROVIDED, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off set‑off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, Lender or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, the L/C Issuer, Issuer or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, of the L/C Issuer, Agents and each subsequent holder of any Obligation, Lender (and each of their respective affiliates, Affiliates) is hereby authorized by each the Borrower and each Guarantor at any time or from time to timetime subject, except in the case of an Event of Default under Section 7.1, 7.6 or 7.7, to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lendersuch Agent or such Lender (or such Affiliate), L/C Issuerand any of their respective affiliates, subsequent holder, or affiliateas the case may be, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of the Borrower to such Borrower Agent or such Guarantor to that Lender, L/C Issuer, or subsequent holder Lender under this Agreement and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the this Agreement or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, such Agent or subsequent holder such Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 7 and although said obligations and liabilitiesObligations, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon during the occurrence continuance of any Event of Default, each Lender, Default and the acceleration of the maturity of the Notes or L/C IssuerObligations pursuant to Section 13.2 or 13.3 hereof, each Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrowerthe Borrowers, any Guarantor to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of such any Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such any Borrower or such Guarantor to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder Obligations shall have become due and payable pursuant to Section 9 13 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of DefaultDefault exists, each Lender, member of the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by each the Borrower and each Guarantor Parties at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Funded Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of such any Borrower or such Guarantor, whether or not maturedParty, against and on account of the Obligations obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the this Agreement, any Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement, any Notes, any other Loan DocumentsDocument or any Bank Products Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans and any Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor such Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any bank controlling that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such Borrower or such Guarantor to that LenderLender under this Agreement, L/C Issuerany Letters of Credit and participations therein, or subsequent holder under any Acceptances and the other Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein, the Acceptances or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder or any other Loan Document shall have become due and payable pursuant to Section 9 10 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their its respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Borrower or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness obligations or Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such any Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of any Borrower to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder and under the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said obligations such Obligations and liabilities, or any of them, may be contingent or unmatured. The rights of each Lender, and its respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may otherwise have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.. Section 11.15

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default, each LenderDefault and during the continuance thereof, the L/C Issuer, each subsequent holder Lenders and any assignee or participant of any Obligation, and each of their respective affiliates, is a Lender in accordance with Section 14.10 are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderthe Lenders, or affiliate, any such assignee or participant to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (b) the principal of or the interest on the Loans and other amounts due hereunder Administrative Agent shall have become declared any or all of the Obligations to be due and payable pursuant to as permitted by Section 9 12.2 and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Company at any time or from time to time, without notice to any Borrower, any Guarantor Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Company and each other Loan Party against and on account of the Obligations of such Borrower Company or such Guarantor any other Loan Party to that Lender (or any Affiliate of that Lender, L/C Issuer, ) or subsequent holder to any other Lender (or any Affiliate of any other Lender) under this Agreement and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the this Agreement or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultBorrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the L/C IssuerAdministrative Agent, each subsequent holder of any ObligationIssuing Bank or any Lender, and each of their respective affiliatesParticipant, is hereby authorized by each Borrower and each Guarantor at any time time, or from time to timetime while, an Event of Default exists, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that the Administrative Agent, such Issuing Bank, such Lender, L/C Issuerany Affiliate of the Administrative Agent, subsequent holdersuch Issuing Bank or such Lender, or affiliatesuch Participant, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of any of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, any or subsequent holder shall have made any demand hereunder or (b) the principal all of or the interest on the Loans and all other amounts due hereunder shall Obligations have become been declared to be, or have otherwise become, due and payable pursuant to as permitted by Section 9 11.1, and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted ------- under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default, each LenderDefault and during the continuance thereof, the L/C Issuer, each subsequent holder Lenders and any assignee or participant of any Obligation, and each of their respective affiliates, is a Lender in accordance with Section 14.10 are hereby authorized by each Borrower and each Guarantor the Borrowers at any time or from time to time, without notice to any Borrower, any Guarantor the Borrowers or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderthe Lenders, or affiliate, any such assignee or participant to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, the Borrowers against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (b) the principal of or the interest on the Loans and other amounts due hereunder Administrative Agent shall have become declared any or all of the Obligations to be due and payable pursuant to as permitted by Section 9 12.2 and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured. Notwithstanding the foregoing, each Lender agrees to notify the Company, on behalf of the Borrowers, and the Administrative Agent after any such set-off and application; provided that the failure to give such notice shall not -------- affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, upon the L/C Issuer, each subsequent holder consent of any Obligation, Administrative Agent and each of their respective affiliatesRequisite Lenders, is hereby authorized by each Borrower Holding and each Guarantor any of its Subsidiaries at any time or from time to time, without notice to Holding or any Borrowerof its Subsidiaries, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, unmatured but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by 135 that Lender, L/C Issuer, subsequent holder, or affiliate, Lender to or for the credit or the account of such Borrower Holding or such Guarantor, whether or not maturedany of its Subsidiaries, against and on account of the Obligations obligations and liabilities of such Borrower Holding or such Guarantor any of its Subsidiaries to that Lender, L/C Issuer, Lender under this Agreement or subsequent holder under with respect to the Loan DocumentsLetters of Credit, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement or with respect to the Letters of Credit or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans Loans, Notes or any Obligations with respect to the Letters of Credit, and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted ------- under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder Lender under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, Borrower or any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or any such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or any such Guarantor to that Lender, L/C Issuer, Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, its Affiliates is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Lender or affiliate, any Affiliate of the Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower to the Lender (or such Guarantor to that any Affiliate of the Lender, L/C Issuer, or subsequent holder ) under this Agreement and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the this Agreement or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder the Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article VIII hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured. The Lender agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the 111 occurrence of any Event of Default, each Lender, the each L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that such Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations of such Borrower or to such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that such Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said such obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Company at any time or from time to time, without notice to any Borrower, any Guarantor Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Company against and on account of the Obligations of such Borrower or such Guarantor Company to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under the Letters of Credit and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor the Company at any time or from time to time, without notice to any Borrower, any Guarantor or to any other Personthe Company, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, the Company against and on account of the Obligations obligations and liabilities of the Company to such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder Lender hereunder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the Loan Documentshereto or thereto, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured. Each Lender agrees to notify the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultDefault and with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Lender and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, Lender or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, Lender or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, subject to the Intercreditor Agreement, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Facility Agent is hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, Facility Agent to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower or such Guarantor to that LenderPerson hereunder, L/C Issuer, or subsequent holder and participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Person shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault with respect to the Loan, each Lendersubject to the terms of the Subordination Agreement, the L/C Issuer, Lender and each subsequent holder of any Obligation, and each of their respective affiliates, the Note is hereby authorized by each Borrower and each Guarantor the Credit Parties at any time or from time to time, without notice to any Borrower, any Guarantor the Credit Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, unmatured but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by the Lender or that Lender, L/C Issuer, subsequent holder, or affiliate, holder to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations obligations and liabilities of such Borrower the Credit Parties (or such Guarantor any of them) to the Lender or that Lender, L/C Issuer, or subsequent holder under this Agreement and the Loan DocumentsNotes, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsthis Agreement or any Note, irrespective of whether or not (a) the Lender or that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the Lender or that subsequent holder shall have declared the principal of or the interest on the Loans Loan and Note, and other amounts due hereunder shall have become to be due and payable pursuant to Section 9 as permitted by Article 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultBorrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the L/C IssuerAdministrative Agent, each subsequent holder of any ObligationIssuing Bank or any Lender, and each of their respective affiliatesParticipant, is hereby authorized by each Borrower and each Guarantor at any time time, or from time to timetime while, an Event of Default exists, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that the Administrative Agent, such Issuing Bank, such Lender, L/C Issuerany Affiliate of the Administrative Agent, subsequent holdersuch Issuing Bank or such Lender, or affiliatesuch Participant, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of any of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, any or subsequent holder shall have made any demand hereunder or (b) the principal all of or the interest on the Loans and all other amounts due hereunder shall Obligations have become been declared to be, or have otherwise become, due and payable pursuant to as permitted by Section 9 11.1, and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, Lender and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each the Borrower and each other Guarantor at any time or from time to time, without notice to any Borrower, any the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, Lender or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, Lender or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their its respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor the Company at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor the Company or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, the Company (in whatever currency) against and on account of the Obligations obligations and liabilities of the Company to such Borrower Lender arising hereunder or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Lender each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Revolving Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor GSRP at any time or from time to time, without notice to any Borrower, any Guarantor GSRP or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit creditor or the account of such Borrower or such Guarantor, whether or not matured, GSRP against and on account of the Obligations obligations and liabilities of GSRP to such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder Lender under this Agreement and participations therein and the Loan other Security Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsthis Agreement or any other Security Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and Loan or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Company at any time or from time to time, without notice to any Borrower, any Guarantor Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Company and each of its Subsidiaries against and on account of the Obligations of such Borrower Company or such Guarantor any of its Subsidiaries to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under the Letters of Credit and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.. 10.5

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each the Lender, the L/C Issuer, its Affiliates and each subsequent holder of any Obligation, and each of their respective affiliates, the Note is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that the Lender, L/C Issuer, its Affiliates or that subsequent holder, or affiliate, holder to or for the credit or the account of such Borrower a Borrower, including any and all obligations of the Lender or such Guarantorits Affiliates under Hedging Agreements, whether or not matured, against and on account of the Obligations obligations and liabilities of such a Borrower or such Guarantor to that the Lender, L/C Issuer, its Affiliates or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsCredit Documents of any Hedging Agreements, irrespective of whether or not (a) the Lender or that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Note and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any Event of Defaulttime that a Default exists, each Lender, member of the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by each the Borrower and each Guarantor Parties at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Funded Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of such any Borrower or such Guarantor, whether or not maturedParty, against and on account of the Obligations obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the this Agreement, any Term Loan DocumentsNotes and any other Loan Document, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement, any Term Loan DocumentsNotes or any other Loan Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans Term Loan and any Term Loan Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of DefaultDefault and consultation with Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lenders and each of their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Company at any time or from time to time, without notice to any Borrower, any Guarantor Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Company and each other Loan Party against and on account of the Obligations of such Borrower Company or such Guarantor any other Loan Party to that Lender (or any Affiliate of that Lender, L/C Issuer, ) or subsequent holder to any other Lender (or any Affiliate of any other Lender) under this Agreement and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the this Agreement or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, its Affiliates is hereby authorized by each the Borrower and each Guarantor at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to any Borrower, any Guarantor the Borrower or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, (in whatever currency) against and on account of the Obligations obligations and liabilities of the Borrower to such Borrower Lender arising hereunder or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2.1 or Section 7 and although said such obligations and liabilities, or any of them, may be contingent or unmatured.unmatured or

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each the Borrower and each other Guarantor at any time or from time to time, without notice to any Borrower, any the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer, Issuer or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, Lender or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or other accounts of the Borrower or any Guarantor in a fiduciary capacity, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer, Issuer or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such any Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such the Borrower or such any Guarantor to that Lender, the L/C Issuer, Issuer or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, the L/C Issuer, Issuer or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Holdings at any time or from time to time, without notice to any Borrower, any Guarantor Holdings or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Holdings against and on account of the Obligations of such Borrower or such Guarantor Holdings to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the this Agreement, or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliatesAffiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default, each LenderDefault and during the continuance thereof, the L/C Issuer, each subsequent holder Lenders and any assignee or participant of any Obligation, and each of their respective affiliates, is a Lender in accordance with Section 9.10 are hereby authorized by each Borrower and each Guarantor the Company at any time or from time to time, without notice to any Borrower, any Guarantor the Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Lenders or affiliate, any such assignee or participant to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, the Company against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (b) the principal of or the interest on the Loans and other amounts due hereunder Administrative Agent shall have become declared any or all of the Obligations to be due and payable pursuant to as permitted by Section 9 7.2 and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify the Company and the Administrative Agent after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor Company at any time or from time to time, without notice to any Borrower, any Guarantor Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, 132 Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Company and each other Loan Party against and on account of the Obligations of such Borrower Company or such Guarantor any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under the Letters of Credit and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the each L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by each Borrower of Holdings and each Guarantor Company at any time or from time to time, without notice to any Borrower, any Guarantor Holdings or the Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Company and each other Loan Party against and on account of the Obligations of such Borrower or such Guarantor any Loan Party to that Lender (or any Affiliate of that Lender, L/C Issuer, ) or subsequent holder to any other Lender (or any Affiliate of any other Lender) under this Agreement and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the this Agreement and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C IssuerBeneficiary, each subsequent holder or transferee of any Obligation, and each of their respective affiliates, Obligations or any Person with any interest therein is hereby irrevocably authorized by each Borrower and each Guarantor the Guarantor, at any time or from time to time, without notice to any Borrower, any the Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by including certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Debt, in each case whether direct or indirect or contingent or matured or unmatured at any time held or owing by that Lendersuch Beneficiary, L/C Issuer, subsequent such holder, such transferee or affiliatesuch other Person, to or for the credit or the account of such Borrower or such the Guarantor, whether or not matured, against and on account of the Obligations obligations of the Guarantor to such Borrower Beneficiary, such holder, such transferee, or such other Person under this Guaranty or the other Pari Passu Financing Documents to which the Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsis a party, irrespective of whether or not (a) that Lendersuch Beneficiary, L/C Issuersuch holder, such transferee or subsequent holder such other Person shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 for payment and although said such obligations and liabilities, or any of them, may be contingent or and unmatured. The Beneficiary agrees to notify the Guarantor promptly of any such set-off and the application made by such Beneficiary, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the each L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, that L/C Issuer, Issuer or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, that L/C Issuer, Issuer or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, that L/C Issuer, Issuer or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Lender and each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-off set‑off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantorthe Borrower, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or ‑63‑ description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, Lender and each subsequent holder of any Obligation, Obligation and each of their respective affiliates, affiliates is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any such Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer, or that subsequent holder, holder or affiliate, affiliate to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, the L/C Issuer, or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, the L/C Issuer, or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon during the occurrence continuance of any Event of Default, each Lender, Default and the acceleration of the maturity of the Notes or L/C IssuerObligations pursuant to Section 13.2 or 13.3 hereof, each Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrowerthe Borrowers, any Guarantor to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of such any Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such any Borrower or such Guarantor to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder Obligations shall have become due and payable pursuant to Section 9 13 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default, each LenderDefault and during the continuance thereof, the L/C Issuer, each subsequent holder Lenders and any assignee or participant of any Obligation, and each of their respective affiliates, is a Lender in accordance with Section 13.10 are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderthe Lenders, or affiliate, any such assignee or participant to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (b) the principal of or the interest on the Loans and other amounts due hereunder Administrative Agent shall have become declared any or all of the Obligations to be due and payable pursuant to as permitted by Section 9 11.2 and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify the Borrower and the Administrative Agent after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of Default, each LenderDefault exists, the L/C Issuer, Lender and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by each the Borrower and each Guarantor at any time or and from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by the lender or any of its Affiliates in any escrow account, unless expressly contemplated by the Purchase Agreement or the Ancillary Agreements) and any other indebtedness Funded Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Lender or affiliate, any such holder to or for the credit or the account of such Borrower or such Guarantor, whether or not maturedany other Borrower Entity, against and on account of the Obligations obligations and liabilities of the Borrower Entities, to the Lender or any such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the this Agreement and any other Loan DocumentsDocument, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender shall have made any demand hereunder or (b) the Lender shall have declared the principal of or the and interest on the Loans and Loan or any other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 and although said obligations and liabilitiesobligations, or any of them, may shall be contingent or unmatured. Any sums obtained by the Lender or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, Lender and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, Lender or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, Lender or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off set‑off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In (a) Subject to Section 2.19 and in addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultBorrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the L/C IssuerAdministrative Agent, each subsequent holder of the Issuing Bank or any ObligationLender, and each of their respective affiliatesParticipant, is hereby authorized by each Borrower and each Guarantor at any time time, or from time to timetime while, an Event of Default exists, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that the Administrative Agent, the Issuing Bank, such Lender, L/C Issuerany Affiliate of the Administrative Agent, subsequent holderthe Issuing Bank or such Lender, or affiliatesuch Participant, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of any of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, any or subsequent holder shall have made any demand hereunder or (b) the principal all of or the interest on the Loans and all other amounts due hereunder shall Obligations have become been declared to be, or have otherwise become, due and payable pursuant to as permitted by Section 9 11.1, and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any such Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, unmatured but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such Borrower or such Guarantor to that LenderLender under this Agreement, L/C Issuerthe Notes, or subsequent holder under the Loan DocumentsDomestic Overdraft Agreement, the Offshore Overdraft Agreements and the Letters of Credit, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit or the Notes or the other Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (b) that Lender shall have declared the principal of or and the interest on the Loans and Notes, any obligations of Company in respect of the Letters of Credit and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default, each LenderDefault and during the continuance thereof, the L/C Issuer, each subsequent holder Lenders and any assignee or participant of any Obligation, and each of their respective affiliates, is a Lender in accordance with Section 14.10 are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderthe Lenders, or affiliate, any such assignee or participant to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (bii) the principal of or the interest on the Loans and other amounts due hereunder Administrative Agent shall have become declared any or all of the Obligations to be due and payable pursuant to as permitted by Section 9 12.2 and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify within three (3) Business Days the Borrower and the Administrative Agent after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable law and not Banks provided by way of limitation of any such rightslaw, upon the occurrence of any if an Event of DefaultDefault exists or the Loans have been accelerated, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Bank is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, without prior notice to any Borrower, any Guarantor or to any other PersonLoan Party, any such notice being hereby expressly waivedwaived by such Loan Party to the fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lenderby, L/C Issuer, subsequent holder, or affiliate, such Bank to or for the credit or the account of such Borrower Loan Party against any and all Obligations owing to such Bank, now or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Agent or subsequent holder such Bank shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmatured. Each Bank agrees promptly to notify such Loan Party and the Agent after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. NOTWITHSTANDING THE FOREGOING, NO BANK SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS HELD OR MAINTAINED BY THE BANK WITHOUT THE UNANIMOUS PRIOR WRITTEN CONSENT OF THE BANKS.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon during the occurrence continuance of any Event of Default, each Lender, Default and the acceleration of the maturity of the Notes or L/C IssuerObligations pursuant to Section 13.2 or 13.3 hereof, each Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrowerthe Borrowers, any Guarantor to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of such any Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such any Borrower or such Guarantor to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder Obligations shall have become due and payable pursuant to Section 9 13 and although said obligations and liabilities, or any of them, may be contingent or unmatured.. 107

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor such Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any bank controlling that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such Borrower or such Guarantor to that LenderLender under this Agreement, L/C Issuerany Letters of Credit and participations 122 128 therein, or subsequent holder under any Acceptances and the other Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein, the Acceptances or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder or any other Loan Document shall have become due and payable pursuant to Section 9 10 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, its Subsidiaries against and on account of the Obligations of such Borrower or such Guarantor to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the Loan Documentsthis Agreement, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In If an Event of Default shall occur and be ------- continuing, any Lender, the Agent or the L/C Issuer to whom any obligation is owed by the Borrowers hereunder or under any other Loan Document, of such Lender, Agent or L/C Issuer and any branch, subsidiary or affiliate of such Lender, Agent or L/C Issuer anywhere in the world shall each have the right, in addition to all other rights and remedies available to it, without notice to the Borrowers, to setoff against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrowers hereunder or under any rights other Loan Document, any debt owing to, and any other funds held in any manner for the account of, any Borrower by such Lender, the Agent or the L/C Issuer or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter granted maintained by any Borrower for its own account (but not including funds held in custodian or trust accounts) with such Lender, the Agent or the L/C Issuer or such branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender, the Agent or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the Loan Documents account of the Borrowers is or applicable law are matured or unmatured and not by way regardless of limitation the existence or adequacy of any such rightsother security, upon the occurrence of right or remedy available to any Event of Default, each Lender, the Agent or the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.; and

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their its respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Borrower or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness obligations or Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such any Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of any Borrower to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder and under the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 ‎2 and although said obligations such Obligations and liabilities, or any of them, may be contingent or unmatured. The rights of each Lender, and its respective Affiliates under this Section ‎10.4 are in addition to other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may otherwise have.

Set-Off. In (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultBorrower hereby 106 authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the L/C IssuerAdministrative Agent, each subsequent holder of any ObligationIssuing Bank or any Lender, and each of their respective affiliatesParticipant, is hereby authorized by each Borrower and each Guarantor at any time time, or from time to timetime while, an Event of Default exists, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that the Administrative Agent, such Issuing Bank, such Lender, L/C Issuerany Affiliate of the Administrative Agent, subsequent holdersuch Issuing Bank or such Lender, or affiliatesuch Participant, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of any of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, any or subsequent holder shall have made any demand hereunder or (b) the principal all of or the interest on the Loans and all other amounts due hereunder shall Obligations have become been declared to be, or have otherwise become, due and payable pursuant to as permitted by Section 9 11.1, and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Revolving Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantorthe Borrower, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultDefault or a Termination Event, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted ------- under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, unmatured but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, Lender to or for the credit or the account of such Borrower or such Guarantor, whether Guarantor or not matured, against and on account of the Obligations obligations and liabilities of such Borrower or such and Guarantor to that Lender, L/C Issuer, or subsequent holder Lender under this Agreement and the Loan DocumentsNote, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement or the Loan DocumentsNote, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (b) Lender shall have declared the principal of or the and interest on the Loans Loan and Note and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 7 and although said obligations and liabilities, or any of them, may be --------- contingent or unmatured. Lender acknowledges that the escrow account on deposit with Lender into which Borrower deposits prepayments for drilling and completion costs will be treated as a trust account for the purposes of this section.

Set-Off. In addition to any rights now or hereafter ------- granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any a Default or an Event of Default, each Lender, the L/C Issuer, each Lender and any subsequent holder of any Obligation, and each of their respective affiliates, is the Notes are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and off, to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Lender or affiliate, such holder to or for the credit or the account of such Borrower or such Guarantorthe Borrower, whether or not maturedas the case may be, against and on account of the Obligations obligations and liabilities of such Borrower the Borrower, as the case may be, to the Lender or such Guarantor to that Lender, L/C Issuer, or subsequent holder under this Agreement, the Notes, and any other Loan DocumentsDocument, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Notes, or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, the Lender or subsequent the holder of the Notes shall have made any demand hereunder or (b) the Lender shall have declared the principal of or the and interest on the Loans Loan and the Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 hereof and although said obligations and liabilities, or any of them, may shall be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, and each of its Subsidiaries against and on account of the Obligations of such the Borrower or such Guarantor any of its Subsidiaries to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under the Letters of Credit and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultBorrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the L/C IssuerAdministrative Agent, each subsequent holder of the Issuing Bank or any ObligationLender, and each of their respective affiliatesParticipant, is hereby authorized by each Borrower and each Guarantor at any time time, or from time to timetime while, an Event of Default exists, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that the Administrative Agent, the Issuing Bank, such Lender, L/C Issuerany Affiliate of the Administrative Agent, subsequent holderthe Issuing Bank or such Lender, or affiliatesuch Participant, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of any of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, any or subsequent holder shall have made any demand hereunder or (b) the principal all of or the interest on the Loans and all other amounts due hereunder shall Obligations have become been declared to be, or have otherwise become, due and payable pursuant to as permitted by Section 9 11.1, and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, Lender and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, Lender or any of its Affiliates or that subsequent holder, or affiliate, holder to or for the credit or the account of such Borrower or such Guarantorthe Borrower, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, L/C Issuer, Lender or any of its Affiliates or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any such Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off set‑off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, Lender or that subsequent holder, or affiliate, holder to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, the L/C Issuer, Issuer or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.